<PAGE>
BARR ROSENBERG SERIES TRUST
U.S. SMALL CAPITALIZATION SERIES
INTERNATIONAL SMALL CAPITALIZATION SERIES
JAPAN SERIES
Supplement dated January 4, 1999
to
Prospectus dated July 29, 1998
This supplement is provided to update, and should be read in conjunction
with, the information provided in the Prospectus.
Pursuant to new duly approved management agreements, AXA Rosenberg
Investment Management LLC has succeeded Rosenberg Institutional Equity
Management ("RIEM") as the investment adviser to the Trust and its mutual funds,
including its U.S. Small Capitalization Series, International Small
Capitalization Series and Japan Series. AXA Rosenberg Investment Management
LLC is indirectly controlled by the former general partners of RIEM and by
Mutuelles AXA, a group of French insurance companies. In addition, the
shareholders of the Trust have recently elected a new Trustee who is not an
interested person of the Trust or the Manager.
The Prospectus hereby is amended as follows:
MANAGEMENT OF THE TRUST
1. The first paragraph of the section entitled "Management of the Trust" is
revised to read in its entirety as follows:
"Each Fund is advised and managed by AXA Rosenberg Investment
Management LLC (the "Manager"), which provides investment advisory services
to a number of institutional investors and several mutual funds."
2. The subsection entitled "Key Personnel of the Manager" in the section
entitled "Management of the Trust" is revised to read in its entirety as
follows:
"The biography of each of the executive officers of the Manager is set
forth below. Kenneth Reid is also a Trustee of the Trust.
BARR ROSENBERG. Dr. Rosenberg is the Director of Research of the
Manager, Chairman of AXA Rosenberg Group LLC, and Director of Barr
Rosenberg Research Center LLC. As such, he has ultimate responsibility for
the Manager's securities valuation and portfolio optimization systems used
to manage the Funds and for the implementation of the decisions developed
therein. His area of special concentration is the design of the
<PAGE>
Manager's proprietary securities valuation model.
Dr. Rosenberg earned a B.A. degree from the University of California,
Berkeley, in 1963. He earned an M.Sc. from the London School of Economics
in 1965, and a Ph.D. from Harvard University, Cambridge, Massachusetts, in
1968. From 1968 until 1983, Dr. Rosenberg was a Professor of Finance,
Econometrics, and Economics at the School of Business Administration at the
University of California, Berkeley. Concurrently, from 1968 until 1974,
Dr. Rosenberg worked as a consultant in applied decision theory in finance,
banking and medicine. In 1975, he founded Barr Rosenberg Associates, a
financial consulting firm (now known as BARRA) where he was a managing
partner, and later chief scientist until his departure in 1986.
Dr. Rosenberg, the founder of the Berkeley Program in Finance, has
experience in the modeling of complex processes with substantial elements
of risk.
KENNETH REID. Dr. Reid is the Chief Executive Officer of the Manager.
His work is focused on the design and estimation of the Manager's valuation
models and he has primary responsibility for analyzing the empirical
evidence that validates and supports the day-to-day recommendations of the
Manager's securities valuation models. Patterns of short-term price
behavior discussed by Dr. Reid as part of his Ph.D. dissertation have been
refined and incorporated into the Manager's proprietary valuation and
trading systems.
Dr. Reid earned both a B.A. degree (1973) and an M.D.S. (1975) from
Georgia State University, Atlanta. In 1982, he earned a Ph.D. from the
University of California, Berkeley, where he was awarded the American
Bankers Association Fellowship. From 1981 until June 1986, Dr. Reid worked
as a consultant at BARRA in Berkeley, California. His responsibilities
included estimating multiple-factor risk models, designing and evaluating
active management strategies, and serving as an internal consultant on
econometric matters in finance. From 1986 to 1998, Dr. Reid was a
general partner of Rosenberg Institutional Equity Management.
WILLIAM RICKS. Dr. Ricks is the Chief Investment Officer of the
Manager. His primary responsibilities are the various aspects of the
investment process: trading, operations, portfolio engineering, and
portfolio construction. He is responsible for the implementation of the
investment strategies that are designed by the Research Center.
Dr. Ricks earned a B.S. from the University of New Orleans, Louisiana
and a Ph.D. from the University of California, Berkeley in 1980. He worked
as a senior accountant for Ernst & Ernst in New Orleans from 1974 to 1976.
He was a financial and managerial accounting instructor at the University
of California, Berkeley from 1978 to 1979, after which he was an associate
professor of finance and accounting at Duke University until 1989. From
1989 to 1998, he was a research associate, a portfolio engineer and the
Director of Strategic Accounting at Rosenberg Institutional Equity
Management.
<PAGE>
3. The first paragraph of the subsection entitled "The Outside Trustees" in
the section entitled "Management of the Trust" is revised to read in its
entirety as follows:
"William F. Sharpe, Nils H. Hakansson and Dwight M. Jaffee are
Trustees of the Trust who are not "interested persons" (as defined in the
1940 Act) of the Trust or the Manager."
4. After the last paragraph in the subsection entitled "The Outside Trustees"
in the section entitled "Management of the Trust," the following is
inserted:
"Dwight M. Jaffee is the Willis H. Booth Professor of Banking and
Finance at the Haas School of Business, University of California, Berkeley.
He was previously a Professor of Economics at Princeton University for many
years, where he served as the Vice Chairman of the faculty. At Berkeley,
he serves on a continuing basis as the Co-chairman of the Fisher Center for
Real Estate and Urban Economics and as the Director of the UC Berkeley-St.
Petersburg University (Russia) School of Management Program. He has been a
Visiting Professor at many Universities around the world, most recently at
the University of Aix/Marseille in France and at the European University in
Florence Italy. Professor Jaffee has authored 5 books and numerous
articles in academic and professional journals. His research has focused
on 3 key financial markets: business lending, real estate finance, and
catastrophe insurance. His current research is focused on methods for
securitizing real estate finance and catastrophe insurance risks, and on
the impact of international trade on the US computer industry. He has
served on the editorial boards of numerous academic journals, and has been
a consultant to many U.S. government agencies and to the World Bank. In
the past, Professor Jaffee has been a member of the Board of Directors of
various financial institutions, including the Federal Home Loan Bank of New
York. He is currently a Visiting Scholar at the Federal Reserve Bank of
San Francisco."
5. The subsection entitled "Stock Selection" in the subsection entitled "The
Manager's General Investment Philosophy and Strategy" in the section
entitled "Management of the Trust" is revised to read in its entirety as
follows:
"Fundamental valuation of stocks is key to the Manager's investment
process, and the heart of the valuation process lies in the Manager's
proprietary Appraisal Model. Analysis of companies in the United States
and Canada is conducted in a single unified model. The Appraisal Model
discriminates where the two markets are substantially different, while
simultaneously comparing companies in the two markets according to their
degrees of similarity. European companies and Asian companies (other than
Japanese companies) are analyzed in a nearly global model, which includes
the United States and Canada as a further basis for comparative valuation,
but which excludes Japan. Japanese companies are analyzed in an
independent national model.
<PAGE>
The Appraisal Model incorporates the various accounting standards that
apply in different markets and makes adjustments to ensure meaningful
comparisons.
An important feature of the Appraisal Model is the classification of
companies into one or more of 166 groups of "similar" businesses.
Currently, in the United States, 160 groups are applicable; in Japan,
122 groups are applicable; and in Europe, 154 groups are applicable. Each
company is broken down into its individual business segments, and each
segment is compared with similar business operations of other companies
doing business in the same geographical market. In most cases, the
comparison is extended to include companies with similar business
operations in different markets. Subject to the availability of data in
different markets, the Manager appraises the company's assets, operating
earnings and sales within each business segment, accepting the market's
valuation of that category of business as fair. The Manager then
integrates the segment appraisals into balance sheet, income statement and
sales valuation models for the total company, and simultaneously adjusts
the segment appraisals to include appraisals for variables which are
declared only for the total company, such as taxes, capital structure and
pension funding. The result is a single valuation for each of the
companies followed. The Manager considers the difference between the
values of stocks as determined by its Appraisal Model and the market prices
of such stocks in deciding whether to purchase or sell stocks.
The Manager's proprietary Near-Term Prospects Model attempts to
predict the earnings growth of companies over a one-year period. This
Model examines, among other things, measures of company profitability as
well as measures of investor sentiment towards a company, such as broker
recommendations, analyst earnings estimates and prior market performance.
The Manager combines the results of this Model with the results of the
Appraisal Model to measure the attractiveness of a stock for purchase or
sale."
<PAGE>
6. The subsection entitled "Individuals Responsible for the Funds" in the
section entitled "Management of the Trust" is revised in its entirety to
read as follows:
"Management of the portfolios of each Fund is overseen by the
Manager's executive officers who are responsible for design and maintenance
of the Manager's portfolio system, and by a portfolio manager who is
responsible for research monitoring each Fund's characteristic performance
against the relevant benchmark and for monitoring cash balances.
U.S. SMALL CAPITALIZATION SERIES. Dr. Rosenberg, Dr. Reid and Floyd
Coleman, the portfolio manager, are responsible and have been responsible
since inception, for the day-to-day management of the U.S. Small
Capitalization Series' portfolio. Dr. Rosenberg and Dr. Reid both have
been employed by the Manager or its predecessor since 1985. Mr. Coleman
has been a trader and portfolio manager for the Manager or its predecessor
since 1988. He received a B.S. from Northwestern University in 1982, a
M.S. from Polytechnic Institute, Brooklyn in 1984 and a M.B.A. from Harvard
Business School in 1988.
JAPAN SERIES. Dr. Rosenberg, Dr. Reid, and Cheng S. Liao, the
portfolio manager, are responsible, and have been responsible since
inception, for the day-to-day management of the Japan Series' portfolio.
Mr. Liao has been a senior research associate, programmer and portfolio
manager, specializing in the Japanese market with the Manager or its
predecessor since 1989. Mr. Liao has also been a trader for the Manager
or its predecessor in Japanese securities since 1994. He received a
B.S. from Tohobu University, Japan, in 1984, a M.S. from Stanford
University in 1986, and a M.S. in Computer Science from Polytechnic
Institute, New York in 1988.
INTERNATIONAL SMALL CAPITALIZATION SERIES. Dr. Rosenberg, Dr. Reid
and Joseph Leung, the portfolio manager, are responsible, and have been
responsible since inception, for the day-to-day management of the
International Small Capitalization Series' portfolio, Mr. Leung has been a
senior research associate, programmer and portfolio manager with the
Manager or its predecessor since 1993. He received a B.S. and a B.A. from
Queen's University, Ontario, Canada in 1989 and a M.B.A. from the
University of Chicago in 1993. Mr. Leung is a chartered financial
analyst."
<PAGE>
7. The first sentence in the second paragraph in the subsection entitled
"Distributor" in the section entitled "Management of the Trust" is revised
in its entirety to read as follows:
"Solely for the purpose of compensating the Distributor for services and
expenses primarily intended to result in the sale of Select Shares, such
shares are subject to an annual distribution fee of up to 0.25% of the
average daily net assets attributable to such shares in accordance with a
Distribution Plan (the "Distribution Plan") adopted by the Trust pursuant
to Rule 12b-1 under the 1940 Act."
8. The fifth sentence in the subsection entitled "Select Shares" in the
section entitled "Management of the Trust" is revised in its entirety to
read as follows:
"As described above, the Distribution Plan permits payments of up to 0.25%
of the Funds' average daily net assets attributable to Select Shares."
PURCHASE OF SHARES
9. The section entitled "Purchase of Shares" is revised in its entirety to
read as follows:
"The offering price for shares of each Fund is the net asset value per
share next determined after receipt of a purchase order. See
"Determination of Net Asset Value." Investors may be charged an additional
fee by their broker or agent if they effect transactions through such
persons.
The U.S. Small Capitalization Series was closed to new investments
effective January 1, 1999, except that (i) participants in 401(k) plans
may continue to direct the purchase of investments in the U.S. Small
Capitalization Series by their plan account until and including June 30,
1999; (ii) participants in certain "wrap programs" that have entered
into contractual arrangements with the Trust and/or Distributor will be
eligible to purchase shares of the U.S. Small Capitalization Series
quarterly to rebalance their accounts for as long as the "wrap program"
continues to own shares of such Fund; (iii) certain bank "asset allocation
programs" that have entered into an agreement with the Trust and/or
Distributor will be eligible to purchase shares of the U.S. Small
Capitalization Series under the terms of such agreement and to rebalance
accounts quarterly; (iv) holders of accounts in the Rosenberg Money
Purchase Plan and the Rosenberg Daily Valuation 401(k) Plan will be
eligible to purchase shares of the U.S. Small Capitalization Series for
such accounts (v) employees of, and consultants to, the Manager and any
entities under common control with the Manager will be eligible to
purchase shares of the U.S. Small Capitalization Series; and (vi) the
Trustees of the Trust may continue to invest in the U.S. Small
Capitalization Series.
Shareholders of other Funds will not be permitted to exchange any of
their shares for shares of the U.S. Small Capitalization Series unless such
shareholders are independently eligible to purchase shares of the U.S.
Small Capitalization Series as described above. The Trust reserves the
right at any time to modify the restrictions set forth above, including the
suspension of all sales of all shares of the U.S. Small Capitalization
Series or the lifting of restrictions on different classes of investors
and/or transactions."
<PAGE>
BARR ROSENBERG SERIES TRUST
U.S. SMALL CAPITALIZATION SERIES
INTERNATIONAL SMALL CAPITALIZATION SERIES
JAPAN SERIES
Supplement dated January 4, 1999
to
Statement of Additional Information dated July 29, 1998
This supplement is provided to update, and should be read in conjunction
with, the information provided in the Statement of Additional Information.
Pursuant to new duly approved management agreements, AXA Rosenberg
Investment Management LLC has succeeded Rosenberg Institutional Equity
Management ("RIEM") as the investment adviser to the Trust and its mutual funds,
including its U.S. Small Capitalization Series, International Small
Capitalization Series and Japan Series. AXA Rosenberg Investment Management LLC
is indirectly controlled by the former general partners of RIEM and by Mutuelles
AXA, a group of French insurance companies. In addition, the shareholders of
the Trust have recently elected a new Trustee who is not an interested person of
the Trust or the Manager.
The Statement of Additional Information is amended as follows:
MANAGEMENT OF THE TRUST
1. The section entitled "Management of the Trust" is revised to read in its
entirety as follows:
"The Trustees and officers of the Trust and their principal occupations during
the past five years are as follows:
Barr M. Rosenberg (56) Director of Reasearch, AXA Rosenberg Investment
Vice President Management LLC, January 1999 to present; Chairman,
AXA Rosenberg Group LLC, January 1999 to present;
Director, Barr Rosenberg Research Center LLC,
January 1999 to present; Managing General
Partner and Chief Investment Officer, Rosenberg
Institutional Equity Management, January 1985 to
December 1998.
Kenneth Reid* (49) Chief Executive Officer, AXA Rosenberg
President, Trustee Investment Management LLC, January 1999 to
present; General Partner and Director of
Research, Rosenberg Institutional Equity
Management, June 1986 to December 1998.
<PAGE>
Marlis S. Fritz (49) Vice Chairman and Global Marketing Director, AXA
Vice President Rosenberg Group LLC, January 1999 to present;
Managing Director AXA Rosenberg Global Services
LLC, January 1999 to present; General Partner and
Director of Marketing, Rosenberg Institutional
Equity Management, April 1985 to December 1998.
Nils H. Hakansson (61) Sylvan C. Coleman Professor of Finance and
Trustee Accounting, Haas School of Business, University
of California, Berkeley, June 1969 to present;
Director, Supershare Services Corporation
(investment management), Los Angeles,
California, November 1989 to 1995.
William F. Sharpe (64) STANCO 25 Professor of Finance, Stanford
Trustee University, September 1995 to present; Professor
of Finance, Stanford University, September 1992
to September 1995; Timken Professor Emeritus of
Finance, Stanford University, September 1989 to
September 1992; Timken Professor of Finance,
Stanford University, September 1970 to September
1989; Chairman, Financial Engines Incorporated,
Los Altos, California (electronic investment
advice), March 1996 to present.
Dwight M. Jaffee (55) Professor of Finance and Real Estate, Haas
Trustee School of Business, University of California,
Berkeley, California, July 1991 to present.
Po-Len Hew (32) Director of Finance, AXA Rosenberg Global
Treasurer Services LLC, January 1999 to present; Chief
Financial Officer, Barr Rosenberg Investment
Management Inc., April 1994 to December 1998;
Accounting Manager, Rosenberg Institutional
Equity Management, October 1989 to December
1998.
Sara Ronan (39) Global Services Coordinator and Paralegal, AXA
Clerk Rosenberg Global Services LLC, January 1999 to
present; Paralegal, Barr Rosenberg Investment
Management, September 1997 to December 1998;
Director of Marketing, MIG Realty Advisors,
January 1996 to September 1997; Vice
President, Liquidity Financial Advisors, May,
1985 to January 1996.
Edward H. Lyman (55) Chief Operating Officer, AXA Rosenberg Group
Vice President LLC, January 1999 to present; Chief Executive
Officer, AXA Rosenberg Global Services LLC,
January 1999 to present; Executive Vice
President, Barr Rosenberg Investment Management,
Inc. and General Counsel to the Rosenberg Group
of companies, 1990 to present.
<PAGE>
Richard L. Saalfeld (55) President and Chief Executive Officer, Barr
Vice President Rosenberg Mutual Funds, a division of AXA
Rosenberg Investment Management LLC, January 1999
to present; President and Chief Executive Officer
of mutual fund unit of Rosenberg Institutional
Equity Management, June 1996 to December 1998;
Consultant to Rosenberg Institutional Equity
Management, September 1995 to May 1996; Chairman
and Chief Executive Officer of CoreLink Resources,
Inc. (mutual fund marketing organization),
Concord, California, April 1993 to August 1995;
Consultant, December 1992 to March 1993.
Harold L. Arbit (51) Managing Director, Barr Rosenberg Mutual Funds,
Vice President a division of AXA Rosenberg Investment Management
LLC, January 1999 to present; Limited Partner,
Rosenberg Alpha L.P., 1984 to December 1998.
F. William Jump, Jr. Strategy Engineer, AXA Rosenberg Investment
(42) Management, LLC, January 1999 to present;
Vice President Portfolio Engineer, Rosenberg Institutional
Equity Management, August 1990 to December 1998.
- ----------------------------------
* Trustee who is an "interested person" (as defined in the 1940 Act) of the
Trust or the Manager.
The mailing address of each of the officers and Trustees is c/o Barr
Rosenberg Series Trust, 3435 Stelzer Road, Columbus, OH 43219.
The principal occupations of the officers and Trustees for the last five
years have been with the employers as shown above, although in some cases they
have held different positions with such employers.
The Trust pays the Trustees other than those who are interested persons of
the Trust or Manager an annual fee of $45,540 plus $4,950 for each meeting
attended. The Trust does not pay any pension or retirement benefits for its
Trustees. The Trust does not pay any compensation to officers or Trustees of
the Trust other than those Trustees who are not interested persons of the Trust
or Manager. The following table sets forth information concerning the total
compensation paid to each of the Trustees who are not interested persons of the
Trust or Manager in the fiscal year ended March 31, 1998:
<PAGE>
<TABLE>
<CAPTION>
Pension or Total
Retirement Compensation
Aggregate Benefits Estimated from Registrant
Compensation Accrued Annual and Fund
Name of Person, from as Part of Fund Benefits Upon Complex Paid to
Position Registrant Expenses Retirement Directors
-------- ---------- -------- ---------- ---------
<S> <C> <C> <C> <C>
Nils H. Hakansson $42,487.50 $ 0 $ 0 $42,487.50
Trustee
William F. Sharpe $42,487.50 $ 0 $ 0 $42,487.50
Trustee
</TABLE>
Messrs. Rosenberg, Reid, Arbit, Lyman, Saalfeld and Jump and Ms. Fritz,
Ronan and Hew, each being an officer or employee of the Manager or its
affiliates, will each benefit from the management fees paid by the Trust to the
Manager, but receive no direct compensation from the Trust."
INVESTMENT ADVISORY SERVICES
2. The first sentence of the subsection entitled "Management Contracts" in the
section entitled "Investment Advisory and Other Services" is revised to
read in its entirety as follows:
"As disclosed in the Prospectus under the heading "Management of the Trust,"
under management contracts (each a "Management Contract") between the Trust, on
behalf of each Fund, and AXA Rosenberg Investment Management LLC (the
"Manager"), subject to the control of the Trustees of the Trust and such
policies as the Trustees may determine, the Manager will furnish continuously an
investment program for each Fund and will make investment decisions on behalf of
each Fund and place all orders for the purchase and sale of portfolio
securities."
3. The fourth paragraph of the subsection entitled "Management Contracts" in
the section entitled "Investment Advisory and Other Services" is revised to
read in its entirety as follows:
"Each Management Contract will continue in effect for a period no more than
one year from the date of its execution, and renewals thereof must be approved
by (i) vote, cast in person at a meeting called for that purpose, of a majority
of those Trustees who are not "interested persons" of the Manager or the Trust,
and by (ii) the majority vote of either the full
<PAGE>
Board of Trustees or the vote of a majority of the outstanding shares of the
relevant Fund. Each Management Contract automatically terminates on assignment,
and is terminable on not more than 60 days' notice by the Trust to the Manager.
In addition, each Management Contract may be terminated on not more than 60
days' written notice by the Manager to the Trust."
4. The sixth paragraph of the subsection entitled "Management Contracts" in
the section entitled "Investment Advisory and Other Services" is revised to
read in its entirety as follows:
"The Manager is wholly owned by AXA Rosenberg Group LLC. AXA Rosenberg
Group LLC is contractually controlled by AXA-IM Rose Inc. AXA-IM Rose Inc. is
wholly owned by AXA-IM Holdings U.S. Inc. AXA-IM Holdings U.S. Inc. is wholly
owned by AXA Investment Managers S.A., a French societe anonyme, which, in turn,
is owned, collectively, by AXA Assurances IARD, S.A., a French societe anonyme,
and AXA-UAP, a French holding company. AXA Assurances IARD, S.A. is owned,
collectively, by AXA France Assurance, a French insurance holding company, and
UAP Incendie Accidents, a French casualty and insurance company, each of which,
in turn, is wholly owned by AXA-UAP. Finaxa, a French holding company,
beneficially owns more than 25% of the voting securities ("Controls") of
AXA-UAP. Mutuelles AXA, a group of four French mutual insurance companies, one
of which Controls Finaxa, acting as a group, Controls both AXA-UAP and Finaxa.
Each of these entities may be deemed a controlling person of the Manager."
5. The seventh paragraph of the subsection entitled "Management Contracts" in
the section entitled "Investment Advisory and Other Services" is revised to
read in its entirety as follows:
"As discussed in this Statement of Additional Information under the
heading "Management of the Trust," Kenneth Reid is a Trustee of the Trust
and the Chief Executive Officer of the Manager; Barr M. Rosenberg is a Vice
President of the Trust and the Director of Research of the Manager. Dr.
Rosenberg, Dr. Reid and Marlis S. Fritz, the former general partners of RIEM,
may be deemed to be controlling persons of the Manager as a result of their
interest in Area Rosenberg Group LLC, the parent of the Manager.
PURCHASE AND REDEMPTION OF SHARES
6. A new second paragraph which reads as follows is hereby added to the
section entitled "Purchase and Redemption of Shares":
"The Funds have authorized one or more brokers to accept on their
behalf purchase and redemption orders. Such brokers are authorized to
designate other intermediaries to accept purchase and redemption orders on
the Funds' behalf. The
<PAGE>
Funds will be deemed to have received a purchase or redemption order when
an authorized broker or, if applicable, a broker's authorized designee,
accepts such order. Such orders will be priced at the respective Funds'
net asset value per share next determined after such orders are accepted by
an authorized broker or the broker's authorized designee."
<PAGE>
BARR ROSENBERG SERIES TRUST
BARR ROSENBERG MARKET NEUTRAL FUND
BARR ROSENBERG DOUBLE ALPHA MARKET FUND
Supplement dated January 4, 1999
to
Prospectus dated July 29, 1998
This supplement is provided to update, and should be read in conjunction
with, the information provided in the Prospectus.
Pursuant to new duly approved management agreements, AXA Rosenberg
Investment Management LLC has succeeded Rosenberg Institutional Equity
Management ("RIEM") as the investment adviser to the Trust and its mutual
funds, including its Barr Rosenberg Market Neutral Fund and Barr Rosenberg
Double Alpha Market. AXA Rosenberg Investment Management LLC is indirectly
controlled by the former general partners of RIEM and by Mutuelles AXA, a
group of French insurance companies. In addition, the shareholders of the
Trust have recently elected a new Trustee who is not an interested person of
the Trust or the Manager.
The Prospectus hereby is amended as follows:
MANAGEMENT OF THE TRUST
1. The first paragraph of the section entitled "Management of the Trust" is
revised to read in its entirety as follows:
"Each Fund is advised and managed by AXA Rosenberg Investment
Management LLC (the "Manager"), which provides investment advisory services
to a number of institutional investors and several mutual funds."
2. The subsection entitled "Key Personnel of the Manager" in the section
entitled "Management of the Trust" is revised to read in its entirety as
follows:
"The biography of each of the executive officers of the Manager is set
forth below. Kenneth Reid is also a Trustee of the Trust.
BARR ROSENBERG. Dr. Rosenberg is the Director of Research of the
Manager, Chairman of AXA Rosenberg Group LLC, and Director of Barr
Rosenberg Research Center LLC. As such, he has ultimate responsibility
for the Manager's securities valuation and portfolio optimization systems
used to manage the Funds and for the implementation of the
<PAGE>
decisions developed therein. His area of special concentration is the
design of the Manager's proprietary securities valuation model.
Dr. Rosenberg earned a B.A. degree from the University of California,
Berkeley, in 1963. He earned an M.Sc. from the London School of Economics
in 1965, and a Ph.D. from Harvard University, Cambridge, Massachusetts, in
1968. From 1968 until 1983, Dr. Rosenberg was a Professor of Finance,
Econometrics, and Economics at the School of Business Administration at the
University of California, Berkeley. Concurrently, from 1968 until 1974,
Dr. Rosenberg worked as a consultant in applied decision theory in finance,
banking and medicine. In 1975, he founded Barr Rosenberg Associates, a
financial consulting firm (now known as BARRA) where he was a managing
partner, and later chief scientist until his departure in 1986.
Dr. Rosenberg, the founder of the Berkeley Program in Finance, has
experience in the modeling of complex processes with substantial elements
of risk.
KENNETH REID. Dr. Reid is the Chief Executive Officer of the Manager.
His work is focused on the design and estimation of the Manager's valuation
models and he has primary responsibility for analyzing the empirical
evidence that validates and supports the day-to-day recommendations of the
Manager's securities valuation models. Patterns of short-term price
behavior discussed by Dr. Reid as part of his Ph.D. dissertation have been
refined and incorporated into the Manager's proprietary valuation and
trading systems.
Dr. Reid earned both a B.A. degree (1973) and an M.D.S. (1975) from
Georgia State University, Atlanta. In 1982, he earned a Ph.D. from the
University of California, Berkeley, where he was awarded the American
Bankers Association Fellowship. From 1981 until June 1986, Dr. Reid worked
as a consultant at BARRA in Berkeley, California. His responsibilities
included estimating multiple-factor risk models, designing and evaluating
active management strategies, and serving as an internal consultant on
econometric matters in finance. From 1986 to 1998, Dr. Reid was a
general partner of Rosenberg Institutional Equity Management.
WILLIAM RICKS. Dr. Ricks is the Chief Investment Officer of
the Manager. His primary responsibilities are the various aspects of
the investment process: trading, operations, portfolio engineering, and
portfolio construction. He is responsible for the implementation of the
investment strategies that are designed by the Research Center.
Dr. Ricks earned a B.S. from the University of New Orleans, Louisiana
and a Ph.D. from the University of California, Berkeley in 1980. He worked
as a senior accountant for Ernst & Ernst in New Orleans from 1974 to 1976.
He was a financial and managerial accounting instructor at the University
of California, Berkeley from 1978 to 1979, after which he was an associate
professor of finance and accounting at Duke University until 1989. From
1989 to 1998, he was a research associate, a portfolio engineer and the
Director of Strategic Accounting at Rosenberg Institutional Equity
Management.
<PAGE>
3. The first paragraph of the subsection entitled "The Outside Trustees" in
the section entitled "Management of the Trust" is revised to read in its
entirety as follows:
"William F. Sharpe, Nils H. Hakansson and Dwight M. Jaffee are
Trustees of the Trust who are not "interested persons" (as defined in the
1940 Act) of the Trust or the Manager."
4. After the last paragraph in the subsection entitled "The Outside Trustees"
in the section entitled "Management of the Trust," the following is
inserted:
"Dwight M. Jaffee is the Willis H. Booth Professor of Banking and
Finance at the Haas School of Business, University of California, Berkeley.
He was previously a Professor of Economics at Princeton University for many
years, where he served as the Vice Chairman of the faculty. At Berkeley,
he serves on a continuing basis as the Co-chairman of the Fisher Center for
Real Estate and Urban Economics and as the Director of the UC Berkeley-St.
Petersburg University (Russia) School of Management Program. He has been a
Visiting Professor at many Universities around the world, most recently at
the University of Aix/Marseille in France and at the European University in
Florence Italy. Professor Jaffee has authored 5 books and numerous
articles in academic and professional journals. His research has focused
on 3 key financial markets: business lending, real estate finance, and
catastrophe insurance. His current research is focused on methods for
securitizing real estate finance and catastrophe insurance risks, and on
the impact of international trade on the US computer industry. He has
served on the editorial boards of numerous academic journals, and has been
a consultant to many U.S. government agencies and to the World Bank. In
the past, Professor Jaffee has been a member of the Board of Directors of
various financial institutions, including the Federal Home Loan Bank of New
York. He is currently a Visiting Scholar at the Federal Reserve Bank of
San Francisco."
5. The subsection entitled "Individuals Responsible for the Funds" in the
section entitled "Management of the Trust" is revised in its entirety to
read as follows:
"Management of the portfolio of each Fund is overseen by the Manager's
executive officers who are responsible for the design and maintenance of
the Manager's portfolio system, and by a portfolio manager who is
responsible for research and monitoring each Fund's characteristic
performance against the relevant benchmark and for monitoring cash
balances. Dr. Rosenberg, Dr. Reid and F. William Jump, Jr., the portfolio
manager, are responsible for the day-to-day management of each Fund's
<PAGE>
portfolio. Dr. Rosenberg and Dr. Reid both have been employed by the
Manager or its predecessor since 1985. Mr. Jump has had numerous
responsibilities including trading, applications programming, new product
development and portfolio engineering since he joined the Manager's
predecessor in 1990. He received a B.A. from Swarthmore College in 1977
and an M.B.A. from The Wharton School, University of Pennsylvania in 1983."
6. The subsection entitled "Stock Selection" in the subsection entitled "The
Manager's General Investment Philosophy and Strategy" in the section
entitled "Management of the Trust" is revised to read in its entirety as
follows:
"Fundamental valuation of stocks is key to the Manager's investment
process, and the heart of the valuation process lies in the Manager's
proprietary Appraisal Model. Analysis of companies in the United States
and Canada is conducted in a single unified model. The Appraisal Model
discriminates where the two markets are substantially different, while
simultaneously comparing companies in the two markets according to their
degrees of similarity. European companies and Asian companies (other than
Japanese companies) are analyzed in a nearly global model, which includes
the United States and Canada as a further basis for comparative valuation,
but which excludes Japan. Japanese companies are analyzed in an
independent national model. The Appraisal Model incorporates the various
accounting standards that apply in different markets and makes adjustments
to ensure meaningful comparisons.
An important feature of the Appraisal Model is the classification of
companies into one or more of 166 groups of "similar" businesses.
Currently, in the United States, 160 groups are applicable; in Japan,
122 groups are applicable; and in Europe, 154 groups are applicable. Each
company is broken down into its individual business segments, and each
segment is compared with similar business operations of other companies
doing business in the same geographical market. In most cases, the
comparison is extended to include companies with similar business
operations in different markets. Subject to the availability of data in
different markets, the Manager appraises the company's assets, operating
earnings and sales within each business segment, accepting the market's
valuation of that category of business as fair. The Manager then
integrates the segment appraisals into balance sheet, income statement and
sales valuation models for the total company, and simultaneously adjusts
the segment appraisals to include appraisals for variables which are
declared only for the total company, such as taxes, capital structure and
pension funding. The result is a single valuation for each of the
companies followed. The Manager considers the difference between the
values of stocks as determined by its Appraisal Model and the market prices
of such stocks in deciding whether to purchase or sell stocks.
The Manager's proprietary Near-Term Prospects Model attempts to
predict the earnings growth of companies over a one-year period. This
Model examines, among other things, measures of company profitability as
well as measures of investor sentiment towards a company, such as broker
recommendations, analyst earnings estimates and prior market performance.
The Manager combines the results of this Model with the results of the
Appraisal Model to measure the attractiveness of a stock for purchase or
sale."
7. The first sentence in the second paragraph in the subsection entitled
"Distributor" in the section entitled "Management of the Trust" is revised
in its entirety to read as follows:
"Solely for the purpose of compensating the Distributor for services and
expenses primarily intended to result in the sale of Investor Shares, such
shares are subject to an annual distribution fee of up to 0.25% of the
average daily net assets attributable to such shares in accordance with a
Distribution Plan (the "Distribution Plan") adopted by the Trust pursuant
to Rule 12b-1 under the 1940 Act."
8. The fifth sentence in the subsection entitled "Investor Shares" in the
section entitled "Management of the Trust" is revised in its entirety to
read as follows:
"As described above, the Distribution Plan permits payments of up to 0.25%
of the Funds' average daily net assets attributable to Investor Shares."
<PAGE>
BARR ROSENBERG SERIES TRUST
BARR ROSENBERG MARKET NEUTRAL FUND
BARR ROSENBERG DOUBLE ALPHA MARKET FUND
Supplement dated January 4, 1999
to
Statement of Additional Information dated July 29, 1998
This supplement is provided to update, and should be read in conjunction
with, the information provided in the Statement of Additional Information.
Pursuant to new duly approved management agreements, AXA Rosenberg
Investment Management LLC has succeeded Rosenberg Institutional Equity
Management ("RIEM") as the investment adviser to the Trust and its mutual funds,
including its Barr Rosenberg Market Neutral Fund and Barr Rosenberg Double Alpha
Market Fund. AXA Rosenberg Investment Management LLC is indirectly controlled
by the former general partners of RIEM and by Mutuelles AXA, a group of French
insurance companies. In addition, the shareholders of the Trust have recently
elected a new Trustee who is not an interested person of the Trust
or the Manager.
The Statement of Additional Information is amended as follows:
MANAGEMENT OF THE TRUST
1. The section entitled "Management of the Trust" is revised to read in its
entirety as follows:
"The Trustees and officers of the Trust and their principal occupations during
the past five years are as follows:
Barr M. Rosenberg (56) Director of Research, AXA Rosenberg Investment
Vice President Management LLC, January 1999 to present;
Chairman, AXA Rosenberg Group LLC, January
1999 to present; Director, Barr Rosenberg
Research Center LLC, January 1999 to present;
Managing General Partner and Chief Investment
Officer, Rosenberg Institutional Equity
Management, January 1985 to December 1998.
Kenneth Reid* (49) Chief Executive Officer, AXA Rosenberg Investment
President, Trustee Management LLC, January 1999 to present; General
Partner and Director of Research, Rosenberg
Institutional Equity Management, June 1986 to
December 1998.
<PAGE>
Marlis S. Fritz (49) Vice Chairman and Global Marketing Director, AXA
Vice President Rosenberg Group LLC, January 1999 to present;
Managing Director, AXA Rosenberg Global Services
LLC, January 1999 to present; General Partner and
Director of Marketing, Rosenberg Institutional
Equity Management, April 1985 to December 1998.
Nils H. Hakansson (61) Sylvan C. Coleman Professor of Finance and
Trustee Accounting, Haas School of Business, University of
California, Berkeley, June 1969 to present;
Director, Supershare Services Corporation
(investment management), Los Angeles, California,
November 1989 to 1995.
William F. Sharpe (64) STANCO 25 Professor of Finance, Stanford
Trustee University, September 1995 to present; Professor
of Finance, Stanford University, September 1992 to
September 1995; Timken Professor Emeritus of
Finance, Stanford University, September 1989 to
September 1992; Timken Professor of Finance,
Stanford University, September 1970 to September
1989; Chairman, Financial Engines Incorporated,
Los Altos, California (electronic investment
advice), March 1996 to present.
Dwight M. Jaffee (55) Professor of Finance and Real Estate, Haas School
Trustee of Business, University of California, Berkeley,
California, July 1991 to present.
Po-Len Hew (32) Director of Finance, AXA Rosenberg Global Services
Treasurer LLC, January 1999 to present; Chief Financial
Officer, Barr Rosenberg Investment Management
Inc., April 1994 to December 1998; Accounting
Manager, Rosenberg Institutional Equity
Management, October 1989 to December 1998.
Sara Ronan (39) Global Services Coordinator and Paralegal, AXA
Clerk Rosenberg Global Services LLC, January 1999 to
present; Paralegal, Barr Rosenberg Investment
Management, September 1997 to December 1998;
Director of Marketing, MIG Realty Advisors,
January 1996 to September 1997; Vice President,
Liquidity Financial Advisors, May, 1985 to January
1996.
Edward H. Lyman (55) Chief Operating Officer, AXA Rosenberg Group LLC,
Vice President January 1999 to present; Chief Executive Officer,
AXA Rosenberg Global Services LLC, January 1999 to
present; Executive Vice President, Barr Rosenberg
Investment Management, Inc. and General Counsel to
the Rosenberg Group of companies, 1990 to present.
<PAGE>
Richard L. Saalfeld (55) President and Chief Executive Officer, Barr
Vice President Rosenberg Mutual Funds, a division of AXA
Rosenberg Investment Management LLC, January 1999
to present; President and Chief Executive Officer
of mutual fund unit of Rosenberg Institutional
Equity Management, June 1996 to December 1998;
Consultant to Rosenberg Institutional Equity
Management, September 1995 to May 1996; Chairman
and Chief Executive Officer of CoreLink Resources,
Inc. (mutual fund marketing organization),
Concord, California, April 1993 to August 1995;
Consultant, December 1992 to March 1993.
Harold L. Arbit (51) Managing Director, Barr Rosenberg Mutual Funds,
Vice President a division of AXA Rosenberg Investment Management
LLC, January 1999 to present; Limited Partner,
Rosenberg Alpha L.P., 1984 to December 1998.
F. William Jump, Jr. (42) Strategy Engineer, AXA Rosenberg Investment
Vice President Management, LLC, January 1999 to present;
Portfolio Engineer, Rosenberg Institutional Equity
Management, August 1990 to December 1998.
- ---------------------
* Trustee who is an "interested person" (as defined in the 1940 Act) of the
Trust or the Manager.
The mailing address of each of the officers and Trustees is c/o Barr
Rosenberg Series Trust, 3435 Stelzer Road, Columbus, OH 43219.
The principal occupations of the officers and Trustees for the last five
years have been with the employers as shown above, although in some cases they
have held different positions with such employers.
The Trust pays the Trustees other than those who are interested persons of
the Trust or Manager an annual fee of $45,540 plus $4,950 for each meeting
attended. The Trust does not pay any pension or retirement benefits for its
Trustees. The Trust does not pay any compensation to officers or Trustees of
the Trust other than those Trustees who are not interested persons of the Trust
or Manager. The following table sets forth information concerning the total
compensation paid to each of the Trustees who are not interested persons of the
Trust or Manager in the fiscal year ended March 31, 1998:
<PAGE>
<TABLE>
<CAPTION>
Pension or Total
Retirement Compensation
Benefits Estimated from
Aggregate Accrued Annual Registrant
Name of Person, Compensation as Part of Benefits Upon and Fund
Position from Fund Retirement Complex Paid
-------- Registrant Expenses ---------- to Directors
---------- -------- ------------
<S> <C> <C> <C> <C>
Nils H. Hakansson $42,487.50 $ 0 $ 0 $42,487.50
Trustee
William F. Sharpe $42,487.50 $ 0 $ 0 $42,487.50
Trustee
</TABLE>
Messrs. Rosenberg, Reid, Arbit, Lyman, Saalfeld and Jump and Ms. Fritz,
Ronan and Hew, each being an officer or employee of the Manager or its
affiliates, will each benefit from the management fees paid by the Trust to the
Manager, but receive no direct compensation from the Trust."
INVESTMENT ADVISORY SERVICES
2. The first sentence of the subsection entitled "Management Contracts" in the
section entitled "Investment Advisory and Other Services" is revised to
read in its entirety as follows:
"As disclosed in the Prospectus under the heading "Management of the Trust,"
under management contracts (each a "Management Contract") between the Trust, on
behalf of each Fund, and AXA Rosenberg Investment Management LLC (the
"Manager"), subject to the control of the Trustees of the Trust and such
policies as the Trustees may determine, the Manager will furnish continuously an
investment program for each Fund and will make investment decisions on behalf of
each Fund and place all orders for the purchase and sale of portfolio
securities."
3. The fourth paragraph of the subsection entitled "Management Contracts" in
the section entitled "Investment Advisory and Other Services" is revised to
read in its entirety as follows:
"Each Management Contract will continue in effect for a period no more than
one year from the date of its execution, and renewals thereof must be approved
by (i) vote, cast in person at a meeting called for that purpose, of a majority
of those Trustees who are not "interested persons" of the Manager or the Trust,
and by (ii) the majority vote of either the full
<PAGE>
Board of Trustees or the vote of a majority of the outstanding shares of the
relevant Fund. Each Management Contract automatically terminates on assignment,
and is terminable on not more than 60 days' notice by the Trust to the Manager.
In addition, each Management Contract may be terminated on not more than 60
days' written notice by the Manager to the Trust."
4. The sixth paragraph of the subsection entitled "Management Contracts" in
the section entitled "Investment Advisory and Other Services" is revised to
read in its entirety as follows:
"The Manager is wholly owned by AXA Rosenberg Group LLC. AXA Rosenberg
Group LLC is contractually controlled by AXA-IM Rose Inc. AXA-IM Rose Inc. is
wholly owned by AXA-IM Holdings U.S. Inc. AXA-IM Holdings U.S. Inc. is wholly
owned by AXA Investment Managers S.A., a French societe anonyme, which, in turn,
is owned, collectively, by AXA Assurances IARD, S.A., a French societe anonyme,
and AXA-UAP, a French holding company. AXA Assurances IARD, S.A. is owned,
collectively, by AXA France Assurance, a French insurance holding company, and
UAP Incendie Accidents, a French casualty and insurance company, each of which,
in turn, is wholly owned by AXA-UAP. Finaxa, a French holding company,
beneficially owns more than 25% of the voting securities ("Controls") of
AXA-UAP. Mutuelles AXA, a group of four French mutual insurance companies, one
of which Controls Finaxa, acting as a group, Controls both AXA-UAP and Finaxa.
Each of these entities may be deemed a controlling person of the Manager."
5. The seventh paragraph of the subsection entitled "Management Contracts" in
the section entitled "Investment Advisory and Other Services" is revised to
read in its entirety as follows:
"As discussed in this Statement of Additional Information under the heading
"Management of the Trust." Kenneth Reid is a Trustee of the Trust and the
Chief Executive Officer of the Manager; Barr M. Rosenberg is a Vice
President of the Trust and the Director of Research of the Manager. Dr.
Rosenberg, Dr. Reid and Marlis S. Fritz, the former general partners of REIM,
may be deemed to be controlling persons of the Manager as a result of their
interest in AXA Rosenberg Group LLC, the parent of the Manager.
PURCHASE AND REDEMPTION OF SHARES
6. A new second paragraph which reads as follows is hereby added to the
section entitled "Purchase and Redemption of Shares":
"The Funds have authorized one or more brokers to accept on their behalf
purchase and redemption orders. Such brokers are authorized to designate
other intermediaries to accept purchase and redemption orders on the Funds'
behalf. The Funds will be
<PAGE>
deemed to have received a purchase or redemption order when an authorized
broker or, if applicable, a broker's authorized designee, accepts such
order. Such orders will be priced at the respective Funds' net asset value
per share next determined after such orders are accepted by an authorized
broker or the broker's authorized designee."
<PAGE>
BARR ROSENBERG SERIES TRUST
BARR ROSENBERG MARKET NEUTRAL FUND
BARR ROSENBERG DOUBLE ALPHA MARKET FUND
Supplement dated January 4, 1999
to
Statement of Additional Information dated July 29, 1998
Revised August 6, 1998
This supplement is provided to update, and should be read in conjunction
with, the information provided in the Statement of Additional Information.
Pursuant to new duly approved management agreements, AXA Rosenberg
Investment Management LLC has succeeded Rosenberg Institutional Equity
Management ("RIEM") as the investment adviser to the Trust and its mutual
funds, including its Barr Rosenberg Market Neutral Fund and Barr Rosenberg
Double Alpha Market Fund. AXA Rosenberg Investment Management LLC is
indirectly controlled by the former general partners of RIEM and by Mutuelles
AXA, a group of French insurance companies. In addition, the shareholders of
the Trust have recently elected a new Trustee who is not an interested person
of the Trust or the Manager.
The Statement of Additional Information is amended as follows:
MANAGEMENT OF THE TRUST
1. The section entitled "Management of the Trust" is revised to read in its
entirety as follows:
"The Trustees and officers of the Trust and their principal occupations during
the past five years are as follows:
Barr M. Rosenberg (56) Director of Research, AXA Rosenberg Investment
Vice President Management LLC, January 1999 to present;
Chairman, AXA Rosenberg Group LLC, January
1999 to present; Director, Barr Rosenberg
Research Center LLC, January 1999 to present;
Managing General Partner and Chief Investment
Officer, Rosenberg Institutional Equity
Management, January 1985 to December 1998.
Kenneth Reid* (49) Chief Executive Officer, AXA Rosenberg
President, Trustee Investment Management LLC, January 1999 to
present; General Partner and Director of
Research, Rosenberg Institutional Equity
Management, June 1986 to December 1998.
<PAGE>
Marlis S. Fritz (49) Vice Chairman and Global Marketing Director, AXA
Vice President Rosenberg Group LLC, January 1999 to present;
Managing Director, AXA Rosenberg Global Services
LLC, January 1999 to present; General Partner and
Director of Marketing, Rosenberg Institutional
Equity Management, April 1985 to December 1998.
Nils H. Hakansson (61) Sylvan C. Coleman Professor of Finance and
Trustee Accounting, Haas School of Business, University
of California, Berkeley, June 1969 to present;
Director, Supershare Services Corporation
(investment management), Los Angeles,
California, November 1989 to 1995.
William F. Sharpe (64) STANCO 25 Professor of Finance, Stanford
Trustee University, September 1995 to present; Professor
of Finance, Stanford University, September 1992
to September 1995; Timken Professor Emeritus of
Finance, Stanford University, September 1989 to
September 1992; Timken Professor of Finance,
Stanford University, September 1970 to September
1989; Chairman, Financial Engines Incorporated,
Los Altos, California (electronic investment
advice), March 1996 to present.
Dwight M. Jaffee (55) Professor of Finance and Real Estate, Haas
Trustee School of Business, University of California,
Berkeley, California, July 1991 to present.
Po-Len Hew (32) Director of Finance, AXA Rosenberg Global
Treasurer Services LLC, January 1999 to present; Chief
Financial Officer, Barr Rosenberg Investment
Management Inc., April 1994 to December 1998;
Accounting Manager, Rosenberg Institutional
Equity Management, October 1989 to December
1998.
Sara Ronan (39) Global Services Coordinator and Paralegal, AXA
Clerk Rosenberg Global Services LLC, January 1999 to
present; Paralegal, Barr Rosenberg Investment
Management, September 1997 to December 1998;
Director of Marketing, MIG Realty Advisors,
January 1996 to September 1997; Vice President,
Liquidity Financial Advisors, May, 1985 to
January 1996.
Edward H. Lyman (55) Chief Operating Officer, AXA Rosenberg Group
Vice President LLC, January 1999 to present; Chief Executive
Officer, AXA Rosenberg Global Services LLC,
January 1999 to present; Executive Vice
President, Barr Rosenberg Investment Management,
Inc. and General Counsel to the Rosenberg Group
of companies, 1990 to present.
<PAGE>
Richard L. Saalfeld (55) President and Chief Executive Officer, Barr
Vice President Rosenberg Mutual Funds, a division of AXA
Rosenberg Investment Management LLC, January
1999 to present; President and Chief Executive
Officer of mutual fund unit of Rosenberg
Institutional Equity Management, June 1996 to
December 1998; Consultant to Rosenberg
Institutional Equity Management, September 1995
to May 1996; Chairman and Chief Executive Officer
of CoreLink Resources, Inc. (mutual fund
marketing organization), Concord, California,
April 1993 to August 1995; Consultant, December
1992 to March 1993.
Harold L. Arbit (51) Managing Director, Barr Rosenberg Mutual Funds,
Vice President a division of AXA Rosenberg Investment Management
LLC, January 1999 to present; Limited Partner,
Rosenberg Alpha L.P., 1984 to December 1998.
F. William Jump, Jr. Strategy Engineer, AXA Rosenberg Investment
(42) Management, LLC, January 1999 to present;
Vice President Portfolio Engineer, Rosenberg Institutional
Equity Management, August 1990 to December 1998.
- ----------------------------------
* Trustee who is an "interested person" (as defined in the 1940 Act) of the
Trust or the Manager.
The mailing address of each of the officers and Trustees is c/o Barr
Rosenberg Series Trust, 3435 Stelzer Road, Columbus, OH 43219.
The principal occupations of the officers and Trustees for the last five
years have been with the employers as shown above, although in some cases they
have held different positions with such employers.
The Trust pays the Trustees other than those who are interested persons of
the Trust or Manager an annual fee of $45,540 plus $4,950 for each meeting
attended. The Trust does not pay any pension or retirement benefits for its
Trustees. The Trust does not pay any compensation to officers or Trustees of
the Trust other than those Trustees who are not interested persons of the Trust
or Manager. The following table sets forth information concerning the total
compensation paid to each of the Trustees who are not interested persons of the
Trust or Manager in the fiscal year ended March 31, 1998:
<PAGE>
<TABLE>
<CAPTION>
Pension or Total
Retirement Compensation
Benefits Estimated from
Aggregate Accrued Annual Registrant
Name of Person, Compensation as Part of Benefits Upon and Fund
Position from Fund Retirement Complex Paid
-------- Registrant Expenses ---------- to Directors
---------- -------- ------------
<S> <C> <C> <C> <C>
Nils H. Hakansson $42,487.50 $ 0 $ 0 $42,487.50
Trustee
William F. Sharpe $42,487.50 $ 0 $ 0 $42,487.50
Trustee
</TABLE>
Messrs. Rosenberg, Reid, Arbit, Lyman, Saalfeld and Jump and Ms. Fritz,
Ronan and Hew, each being an officer or employee of the Manager or its
affiliates, will each benefit from the management fees paid by the Trust to the
Manager, but receive no direct compensation from the Trust."
INVESTMENT ADVISORY SERVICES
2. The first sentence of the subsection entitled "Management Contracts" in the
section entitled "Investment Advisory and Other Services" is revised to
read in its entirety as follows:
"As disclosed in the Prospectus under the heading "Management of the Trust,"
under management contracts (each a "Management Contract") between the Trust, on
behalf of each Fund, and AXA Rosenberg Investment Management LLC (the
"Manager"), subject to the control of the Trustees of the Trust and such
policies as the Trustees may determine, the Manager will furnish continuously an
investment program for each Fund and will make investment decisions on behalf of
each Fund and place all orders for the purchase and sale of portfolio
securities."
3. The fourth paragraph of the subsection entitled "Management Contracts" in
the section entitled "Investment Advisory and Other Services" is revised to
read in its entirety as follows:
"Each Management Contract will continue in effect for a period no more than
one year from the date of its execution, and renewals thereof must be approved
by (i) vote, cast in person at a meeting called for that purpose, of a majority
of those Trustees who are not "interested persons" of the Manager or the Trust,
and by (ii) the majority vote of either the full
<PAGE>
Board of Trustees or the vote of a majority of the outstanding shares of the
relevant Fund. Each Management Contract automatically terminates on assignment,
and is terminable on not more than 60 days' notice by the Trust to the Manager.
In addition, each Management Contract may be terminated on not more than 60
days' written notice by the Manager to the Trust."
4. The sixth paragraph of the subsection entitled "Management Contracts" in
the section entitled "Investment Advisory and Other Services" is revised to
read in its entirety as follows:
"The Manager is wholly owned by AXA Rosenberg Group LLC. AXA Rosenberg
Group LLC is contractually controlled by AXA-IM Rose Inc. AXA-IM Rose Inc. is
wholly owned by AXA-IM Holdings U.S. Inc. AXA-IM Holdings U.S. Inc. is wholly
owned by AXA Investment Managers S.A., a French societe anonyme, which, in turn,
is owned, collectively, by AXA Assurances IARD, S.A., a French societe anonyme,
and AXA-UAP, a French holding company. AXA Assurances IARD, S.A. is owned,
collectively, by AXA France Assurance, a French insurance holding company, and
UAP Incendie Accidents, a French casualty and insurance company, each of which,
in turn, is wholly owned by AXA-UAP. Finaxa, a French holding company,
beneficially owns more than 25% of the voting securities ("Controls") of
AXA-UAP. Mutuelles AXA, a group of four French mutual insurance companies, one
of which Controls Finaxa, acting as a group, Controls both AXA-UAP and Finaxa.
Each of these entities may be deemed a controlling person of the Manager."
5. The seventh paragraph of the subsection entitled "Management Contracts" in
the section entitled "Investment Advisory and Other Services" is revised to
read in its entirety as follows:
"As discussed in this Statement of Additional Information under the heading
"Management of the Trust." Kenneth Reid is a Trustee of the Trust and the
Chief Executive Officer of the Manager; Barr M. Rosenberg is a Vice
President of the Trust and the Director of Research of the Manager. Dr.
Rosenberg, Dr. Reid and Marlis S. Fritz, the former general partners of RIEM,
may be deemed to be controlling persons of the Manager as a result of their
interest in AXA Rosenberg Group LLC, the parent of the Manager.
PURCHASE AND REDEMPTION OF SHARES
6. A new second paragraph which reads as follows is hereby added to the
section entitled "Purchase and Redemption of Shares":
"The Funds have authorized one or more brokers to accept on their behalf
purchase and redemption orders. Such brokers are authorized to designate
other intermediaries to accept purchase and redemption orders on the Funds'
behalf. The Funds will be
<PAGE>
deemed to have received a purchase or redemption order when an authorized
broker or, if applicable, a broker's authorized designee, accepts such
order. Such orders will be priced at the respective Funds' net asset value
per share next determined after such orders are accepted by an authorized
broker or the broker's authorized designee."
<PAGE>
BARR ROSENBERG SERIES TRUST
SELECT SECTORS MARKET NEUTRAL FUND
Supplement dated January 4, 1999
to
Prospectus dated October 19, 1998
This supplement is provided to update, and should be read in conjunction
with, the information provided in the Prospectus.
Pursuant to new duly approved management agreements, AXA Rosenberg
Investment Management LLC has succeeded Rosenberg Institutional Equity
Management ("RIEM") as the investment adviser to the Trust and its mutual
funds, including its Barr Rosenberg Select Sectors Market Neutral Fund. AXA
Rosenberg Investment Management LLC is indirectly controlled by the former
general partners of RIEM and by Mutuelles AXA, a group of French insurance
companies. In addition, the shareholders of the Trust have recently elected
a new Trustee who is not an interested person of the Trust or the Manager.
The Prospectus hereby is amended as follows:
MANAGEMENT OF THE TRUST
1. The first paragraph of the section entitled "Management of the Trust" is
revised to read in its entirety as follows:
"The Fund is advised and managed by AXA Rosenberg Investment
Management LLC (the "Manager"), which provides investment advisory services
to a number of institutional investors and several mutual funds."
2. The subsection entitled "Key Personnel of the Manager" in the section
entitled "Management of the Trust" is revised to read in its entirety as
follows:
"The biography of each of the executive officers of the Manager is set
forth below. Kenneth Reid is also a Trustee of the Trust.
BARR ROSENBERG. Dr. Rosenberg is the Director of Research of the
Manager, Chairman of AXA Rosenberg Group LLC, and Director of Barr
Rosenberg Research Center LLC. As such, he has ultimate responsibility for
the Manager's securities valuation and portfolio optimization systems used
to manage the Funds and for the implementation of the decisions developed
therein. His area of special concentration is the design of the Manager's
proprietary securities valuation model.
<PAGE>
Dr. Rosenberg earned a B.A. degree from the University of California,
Berkeley, in 1963. He earned an M.Sc. from the London School of Economics
in 1965, and a Ph.D. from Harvard University, Cambridge, Massachusetts, in
1968. From 1968 until 1983, Dr. Rosenberg was a Professor of Finance,
Econometrics, and Economics at the School of Business Administration at the
University of California, Berkeley. Concurrently, from 1968 until 1974,
Dr. Rosenberg worked as a consultant in applied decision theory in finance,
banking and medicine. In 1975, he founded Barr Rosenberg Associates, a
financial consulting firm (now known as BARRA) where he was a managing
partner, and later chief scientist until his departure in 1986.
Dr. Rosenberg, the founder of the Berkeley Program in Finance, has
experience in the modeling of complex processes with substantial elements
of risk.
KENNETH REID. Dr. Reid is the Chief Executive Officer of the Manager.
His work is focused on the design and estimation of the Manager's valuation
models and he has primary responsibility for analyzing the empirical
evidence that validates and supports the day-to-day recommendations of the
Manager's securities valuation models. Patterns of short-term price
behavior discussed by Dr. Reid as part of his Ph.D. dissertation have been
refined and incorporated into the Manager's proprietary valuation and
trading systems.
Dr. Reid earned both a B.A. degree (1973) and an M.D.S. (1975) from
Georgia State University, Atlanta. In 1982, he earned a Ph.D. from the
University of California, Berkeley, where he was awarded the American
Bankers Association Fellowship. From 1981 until June 1986, Dr. Reid worked
as a consultant at BARRA in Berkeley, California. His responsibilities
included estimating multiple-factor risk models, designing and evaluating
active management strategies, and serving as an internal consultant on
econometric matters in finance. From 1996 to 1998, Dr. Reid was a
general partner of Rosenberg Institutional Equity Management.
WILLIAM RICKS. Dr. Ricks is the Chief Investment Officer of the
Manager. His primary responsibilities are the various aspects of the
investment process: trading, operations, portfolio engineering, and
portfolio construction. He is responsible for the implementation of the
investment strategies that are designed by the Research Center.
Dr. Ricks earned a B.S. from the University of New Orleans, Louisiana
and a Ph.D. from the University of California, Berkeley in 1980. He worked
as a senior accountant for Ernst & Ernst in New Orleans from 1974 to 1976.
He was a financial and managerial accounting instructor at the University
of California, Berkeley from 1978 to 1979, after which he was an associate
professor of finance and accounting at Duke University until 1989. From
1989 to 1998, he was a research associate, a portfolio engineer and the
Director of Strategic Accounting at Rosenberg Institutional Equity
Management.
<PAGE>
3. The first paragraph of the subsection entitled "The Outside Trustees" in
the section entitled "Management of the Trust" is revised to read in its
entirety as follows:
"William F. Sharpe, Nils H. Hakansson and Dwight M. Jaffee are
Trustees of the Trust who are not "interested persons" (as defined in the
1940 Act) of the Trust or the Manager."
4. After the last paragraph in the subsection entitled "The Outside Trustees"
in the section entitled "Management of the Trust," the following is
inserted:
"Dwight M. Jaffee is the Willis H. Booth Professor of Banking and
Finance at the Haas School of Business, University of California, Berkeley.
He was previously a Professor of Economics at Princeton University for many
years, where he served as the Vice Chairman of the faculty. At Berkeley,
he serves on a continuing basis as the Co-chairman of the Fisher Center for
Real Estate and Urban Economics and as the Director of the UC Berkeley-St.
Petersburg University (Russia) School of Management Program. He has been a
Visiting Professor at many Universities around the world, most recently at
the University of Aix/Marseille in France and at the European University in
Florence Italy. Professor Jaffee has authored 5 books and numerous
articles in academic and professional journals. His research has focused
on 3 key financial markets: business lending, real estate finance, and
catastrophe insurance. His current research is focused on methods for
securitizing real estate finance and catastrophe insurance risks, and on
the impact of international trade on the US computer industry. He has
served on the editorial boards of numerous academic journals, and has been
a consultant to many U.S. government agencies and to the World Bank. In
the past, Professor Jaffee has been a member of the Board of Directors of
various financial institutions, including the Federal Home Loan Bank of New
York. He is currently a Visiting Scholar at the Federal Reserve Bank of
San Francisco."
5. The subsection entitled "Individuals Responsible for the Funds" in the
section entitled "Management of the Trust" is revised in its entirety to
read as follows:
"Management of the Fund's portfolio is overseen by the Manager's
executive officers who are responsible for the design and maintenance of
the Manager's portfolio system, and by a portfolio manager who is
responsible for research and monitoring the Fund's performance against its
benchmark and for monitoring cash balances. Dr. Rosenberg, Dr. Reid and
James Kan, C.F.A., the portfolio manager, are responsible for the
day-to-day management of the Fund's portfolio. Dr. Rosenberg and Dr. Reid
both have been employed by the Manager or its predecessor since 1985. Mr.
Kan has had numerous responsibilities including trading, applications
programming and portfolio engineering since he joined the Manager's
predecessor in 1990. He received a B.S. from the University of British
Colombia in 1984, an M.S. from the University of Southern California in
1987 and an M.B.A. from the University of Chicago."
6. The first sentence in the second paragraph in the subsection entitled
"Distributor" in the section entitled "Management of the Trust" is revised
in its entirety to read as follows:
"Solely for the purpose of compensating the Distributor for services and
expenses primarily intended to result in the sale of Investor Shares, such
shares are subject to an annual distribution fee of up to 0.25% of the
average daily net assets attributable to such shares in accordance with a
Distribution Plan (the "Distribution Plan") adopted by the Trust pursuant
to Rule 12b-1 under the 1940 Act."
7. The fifth sentence in the subsection entitled "Investor Shares" in the
section entitled "Management of the Trust" is revised in its entirety to
read as follows:
"As described above, the Distribution Plan permits payments of up to 0.25%
of the Fund's average daily net assets attributable to Investor Shares."
<PAGE>
BARR ROSENBERG SERIES TRUST
BARR ROSENBERG SELECT SECTORS MARKET NEUTRAL FUND
Supplement dated January 4, 1999
to
Statement of Additional Information dated October 19, 1998
This supplement is provided to update, and should be read in conjunction
with, the information provided in the Statement of Additional Information.
Pursuant to new duly approved management agreements, AXA Rosenberg
Investment Management LLC has succeeded Rosenberg Institutional Equity
Management ("RIEM") as the investment adviser to the Trust and its mutual
funds, including its Barr Rosenberg Select Sectors Market Neutral Fund. AXA
Rosenberg Investment Management LLC is indirectly controlled by the former
general partners of RIEM and by Mutuelles AXA, a group of French insurance
companies. In addition, the shareholders of the Trust have recently elected
a new Trustee who is not an interested person of the Trust or the Manager.
The Statement of Additional Information is amended as follows:
MANAGEMENT OF THE TRUST
1. The section entitled "Management of the Trust" is revised to read in its
entirety as follows:
"The Trustees and officers of the Trust and their principal occupations during
the past five years are as follows:
Barr M. Rosenberg (56) Director of Research, AXA Rosenberg Investment
Vice President Management LLC, January 1999 to present;
Chairman, AXA Rosenberg Group LLC, January 1999
to present; Director, Barr Rosenberg Research
Center LLC, January 1999 to present; Managing
General Partner and Chief Investment Officer,
Rosenberg Institutional Equity Management,
January 1985 to December 1998.
Kenneth Reid* (49) Chief Executive Officer, AXA Rosenberg Investment
President, Trustee Management LLC, January 1999 to present; General
Partner and Director of Research, Rosenberg
Institutional Equity Management, June 1986 to
December 1998.
<PAGE>
Marlis S. Fritz (49) Vice Chairman and Global Marketing Director, AXA
Vice President Rosenberg Group LLC, January 1999 to present;
Managing Director, AXA Rosenberg Global Services
LLC, January 1999 to present; General Partner and
Director of Marketing, Rosenberg Institutional
Equity Management, April 1985 to December 1998.
Nils H. Hakansson (61) Sylvan C. Coleman Professor of Finance and
Trustee Accounting, Haas School of Business, University of
California, Berkeley, June 1969 to present;
Director, Supershare Services Corporation
(investment management), Los Angeles, California,
November 1989 to 1995.
William F. Sharpe (64) STANCO 25 Professor of Finance, Stanford
Trustee University, September 1995 to present; Professor
of Finance, Stanford University, September 1992 to
September 1995; Timken Professor Emeritus of
Finance, Stanford University, September 1989 to
September 1992; Timken Professor of Finance,
Stanford University, September 1970 to September
1989; Chairman, Financial Engines Incorporated,
Los Altos, California (electronic investment
advice), March 1996 to present.
Dwight M. Jaffee (55) Professor of Finance and Real Estate, Haas School
Trustee of Business, University of California, Berkeley,
California, July 1991 to present.
Po-Len Hew (32) Director of Finance, AXA Rosenberg Global Services
Treasurer LLC, January 1999 to present; Chief Financial
Officer, Barr Rosenberg Investment Management
Inc., April 1994 to December 1998; Accounting
Manager, Rosenberg Institutional Equity
Management, October 1989 to December 1998.
Sara Ronan (39) Global Services Coordinator and Paralegal, AXA
Clerk Rosenberg Global Services LLC, January 1999 to
present; Paralegal, Barr Rosenberg Investment
Management, September 1997 to December 1998;
Director of Marketing, MIG Realty Advisors,
January 1996 to September 1997; Vice President,
Liquidity Financial Advisors, May, 1985 to January
1996.
Edward H. Lyman (55) Chief Operating Officer, AXA Rosenberg Group LLC,
Vice President January 1999 to present; Chief Executive Officer,
AXA Rosenberg Global Services LLC, January 1999 to
present; Executive Vice President, Barr Rosenberg
Investment Management, Inc. and General Counsel to
the Rosenberg Group of companies, 1990 to present.
<PAGE>
Richard L. Saalfeld (55) President and Chief Executive Officer, Barr
Vice President Rosenberg Mutual Funds, a division of AXA
Rosenberg Investment Management LLC, January 1999
to present; President and Chief Executive Officer
of mutual fund unit of Rosenberg Institutional
Equity Management, June 1996 to December 1998;
Consultant to Rosenberg Institutional Equity
Management, September 1995 to May 1996; Chairman
and Chief Executive Officer of CoreLink Resources,
Inc. (mutual fund marketing organization),
Concord, California, April 1993 to August 1995;
Consultant, December 1992 to March 1993.
Harold L. Arbit (51) Managing Director, Barr Rosenberg Mutual Funds,
Vice President a division of AXA Rosenberg Investment Management
LLC, January 1999 to present; Limited Partner,
Rosenberg Alpha L.P., 1984 to December 1998.
F. William Jump, Jr. (42) Strategy Engineer, AXA Rosenberg Investment
Vice President Management, LLC, January 1999 to present;
Portfolio Engineer, Rosenberg Institutional Equity
Management, August 1990 to December 1998.
- -------------------------
* Trustee who is an "interested person" (as defined in the 1940 Act) of the
Trust or the Manager.
The mailing address of each of the officers and Trustees is c/o Barr
Rosenberg Series Trust, 3435 Stelzer Road, Columbus, OH 43219.
The principal occupations of the officers and Trustees for the last five
years have been with the employers as shown above, although in some cases they
have held different positions with such employers.
The Trust pays the Trustees other than those who are interested persons of
the Trust or Manager an annual fee of $45,540 plus $4,950 for each meeting
attended. The Trust does not pay any pension or retirement benefits for its
Trustees. The Trust does not pay any compensation to officers or Trustees of
the Trust other than those Trustees who are not interested persons of the Trust
or Manager. The following table sets forth information concerning the total
compensation paid to each of the Trustees who are not interested persons of the
Trust or Manager in the fiscal year ended March 31, 1998:
<PAGE>
<TABLE>
<CAPTION>
Pension or Total
Retirement Compensation
Aggregate Benefits Estimated from
Compensation Accrued Annual Registrant
Name of Person, from as Part of Benefits Upon and Fund
Position ---- Fund Retirement Complex Paid
-------- Registrant Expenses ---------- to Directors
---------- -------- ------------
<S> <C> <C> <C> <C>
Nils H. Hakansson $42,487.50 $ 0 $ 0 $42,487.50
Trustee
William F. Sharpe $42,487.50 $ 0 $ 0 $42,487.50
Trustee
</TABLE>
Messrs. Rosenberg, Reid, Arbit, Lyman, Saalfeld and Jump and Ms. Fritz,
Ronan and Hew, each being an officer or employee of the Manager or its
affiliates, will each benefit from the management fees paid by the Trust to the
Manager, but receive no direct compensation from the Trust."
INVESTMENT ADVISORY SERVICES
2. The first sentence of the subsection entitled "Management Contract" in the
section entitled "Investment Advisory and Other Services" is revised to
read in its entirety as follows:
"As disclosed in the Prospectus under the heading "Management of the Trust,"
under a management contract (the "Management Contract") between the Trust, on
behalf of the Fund, and AXA Rosenberg Investment Management LLC (the
"Manager"), subject to the control of the Trustees of the Trust and such
policies as the Trustees may determine, the Manager will 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 portfolio
securities."
3. The fourth paragraph of the subsection entitled "Management Contract" in
the section entitled "Investment Advisory and Other Services" is revised to
read in its entirety as follows:
"The Management Contract will continue in effect for a period no more than
one year from the date of its execution, and renewals thereof must be approved
by (i) vote, cast in person at a meeting called for that purpose, of a majority
of those Trustees who are not "interested persons" of the Manager or the Trust,
and by (ii) the majority vote of either the full
<PAGE>
Board of Trustees or the vote of a majority of the outstanding shares of the
Fund. The Management Contract automatically terminates on assignment, and is
terminable on not more than 60 days' notice by the Trust to the Manager. In
addition, the Management Contract may be terminated on not more than 60 days'
written notice by the Manager to the Trust."
4. The sixth paragraph of the subsection entitled "Management Contract" in
the section entitled "Investment Advisory and Other Services" is revised to
read in its entirety as follows:
"The Manager is wholly owned by AXA Rosenberg Group LLC. AXA Rosenberg
Group LLC is contractually controlled by AXA-IM Rose Inc. AXA-IM Rose Inc. is
wholly owned by AXA-IM Holdings U.S. Inc. AXA-IM Holdings U.S. Inc. is wholly
owned by AXA Investment Managers S.A., a French society anonyme, which, in turn,
is owned, collectively, by AXA Assurances IARD, S.A., a French societe anonyme,
and AXA-UAP, a French holding company. AXA Assurances IARD, S.A. is owned,
collectively, by AXA France Assurance, a French insurance holding company, and
UAP Incendie Accidents, a French casualty and insurance company, each of which,
in turn, is wholly owned by AXA-UAP. Finaxa, a French holding company,
beneficially owns more than 25% of the voting securities ("Controls") of
AXA-UAP. Mutuelles AXA, a group of four French mutual insurance companies, one
of which Controls Finaxa, acting as a group, Controls both AXA-UAP and Finaxa.
Each of these entities may be deemed a controlling person of the Manager."
5. The seventh paragraph of the subsection entitled "Management Contract" in
the section entitled "Investment Advisory and Other Services" is revised to
read in its entirety as follows:
"As discussed in this Statement of Additional Information under the heading
"Management of the Trust,"; Kenneth Reid is a Trustee of the Trust and the
Chief Executive Officer of the Manager." Barr M. Rosenberg is a Vice
President of the Trust and the Director of Research of the Manager. Dr.
Rosenberg, Dr. Reid and Marlis S. Fritz, the former general partners of RIEM,
may be deemed to be controlling persons of the Manager as a result of their
interest in AXA Rosenberg Group LLC, the parent of the Manager.
PURCHASE AND REDEMPTION OF SHARES
6. A new second paragraph which reads as follows is hereby added to the
section entitled "Purchase and Redemption of Shares":
"The Fund has authorized one or more brokers to accept on its behalf
purchase and redemption orders. Such brokers are authorized to designate
other intermediaries to accept purchase and redemption orders on the
Fund's behalf. The Fund will be deemed to have received a purchase or
redemption order when an authorized broker or,
<PAGE>
if applicable, a broker's authorized designee, accepts such order. Such
orders will be priced at the Fund's net asset value per share next
determined after such orders are accepted by an authorized broker or
the broker's authorized designee."
