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Exhibit 23(a)(4)
BARR ROSENBERG SERIES TRUST
AMENDMENT NO. 3 TO
AGREEMENT AND DECLARATION OF TRUST
The undersigned, being all of the trustees of Barr Rosenberg Series
Trust, a Massachusetts business trust created and existing under an Agreement
and Declaration of Trust dated April 1, 1988, as amended, a copy of which is on
file in the Office of the Secretary of The Commonwealth of Massachusetts (the
"Trust"), having determined that the creation of three new Series of the Trust
is consistent with the fair and equitable treatment of all Shareholders, do
hereby direct that this Amendment No. 3 be filed with the Secretary of The
Commonwealth of Massachusetts and do hereby consent to and adopt the following
amendment to the Agreement and Declaration of Trust:
1. The first sentence of Section 6 of Article III of the Second Amended
and Restated Agreement and Declaration of Trust is amended and restated to read
in its entirety to read as follows:
"Without limiting the authority of the Trustees set
forth in Section 5, INTER ALIA, to establish and designate any further
Series or Classes of Shares or to modify the rights and preferences of
any Series or Class, the "AXA Rosenberg Japan Fund" (formerly the Japan
Series), "AXA Rosenberg U.S. Small Capitalization Fund" (formerly the
U.S. Small Capitalization Series and, prior to that, the Small
Capitalization Series), "AXA Rosenberg International Small
Capitalization Fund" (formerly the International Small Capitalization
Series), "AXA Rosenberg Value Market Neutral Fund" (formerly the Barr
Rosenberg Market Neutral Fund), "AXA Rosenberg Double Alpha Market
Fund" (formerly the Barr Rosenberg Double Alpha Market Fund), "AXA
Rosenberg Select Sectors Market Neutral Fund" (formerly the Barr
Rosenberg Select Sectors Market Neutral Fund), "AXA Rosenberg Enhanced
500 Fund," "AXA Rosenberg International Equity Fund" and "AXA Rosenberg
Multi-Strategy Market Neutral Fund" shall be, and are hereby,
established and designated; and with respect to the AXA Rosenberg U.S.
Small Capitalization Fund, the
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Institutional Shares Class, Adviser Shares Class and Investor Shares
Class, which may be issued by such Series from time to time, shall be,
and are hereby, established and designated, and with respect to the
AXA Rosenberg Japan Fund, the Institutional Shares Class and Investor
Shares Class, which may be issued by such Series from time to time,
shall be, and are hereby, established and designated, and with respect
to the AXA Rosenberg International Small Capitalization Fund, AXA
Rosenberg Value Market Neutral Fund, AXA Rosenberg Double Alpha Market
Fund, AXA Rosenberg Select Sectors Market Neutral Fund, AXA Rosenberg
Enhanced 500 Fund, AXA Rosenberg International Equity Fund and AXA
Rosenberg Multi-Strategy Market Neutral Fund, the Institutional Shares
Class, Investor Shares Class, and one or more of Class A, Class B and
Class C, which may be issued by each such Series from time to time,
shall be, and are hereby, established and designated, all of which
Classes shall have the respective rights and preferences as are set
forth in the Plan attached as Exhibit 3.6 hereto as such Plan may be
amended from time to time by the Board of Trustees."
The foregoing amendment shall become effective upon execution by the
undersigned trustees. This amendment may be executed in multiple counterparts,
each of which shall be deemed an original, but all of which taken together shall
constitute one instrument.
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IN WITNESS WHEREOF, each of the undersigned Trustees as aforesaid do
hereto set their hands this 5th day of June, 2000.
NILS H. HAKANSSON
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Nils Hakansson
KENNETH REID
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Kenneth Reid
WILLIAM F. SHARPE
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William F. Sharpe
DWIGHT M. JAFFEE
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Dwight M. Jaffee
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