BARR ROSENBERG SERIES TRUST, 497, 2000-05-08

BARR ROSENBERG SERIES TRUST
497, 2000-05-08

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BARR ROSENBERG SERIES TRUST

AXA ROSENBERG ENHANCED 500 FUND
AXA ROSENBERG INTERNATIONAL EQUITY FUND

3435 STELZER ROAD
COLUMBUS, OHIO 43219
1-800-555-5737 (INSTITUTIONAL SHARES)
1-800-447-3332 (INVESTOR SHARES)

MAY 1, 2000

Barr Rosenberg Series Trust is an open-end management investment company
offering nine diversified portfolios with different investment objectives and
strategies, including the AXA Rosenberg Enhanced 500 Fund and AXA Rosenberg
International Equity Fund. The other portfolios of the Trust, which are offered
under separate prospectuses, are the U.S. Small Capitalization Series, Japan
Series, International Small Capitalization Series, Barr Rosenberg Market Neutral
Fund, Barr Rosenberg Double Alpha Market Fund, Barr Rosenberg Select Sectors
Market Neutral Fund and AXA Rosenberg Global Market Neutral Fund. Each Fund's
investment adviser is AXA Rosenberg Investment Management LLC.

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED OF
THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIME.
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TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Risk/Return Summary......................................... 3

AXA Rosenberg Enhanced 500 Fund........................... 4
AXA Rosenberg International Equity Fund................... 5

Fees and Expenses........................................... 7

Investment Objectives and Principal Investment Strategies... 11

Principal Risks............................................. 12

Certain Additional Investment Techniques and Related
Risks...................................................... 13

The Adviser's General Investment Philosophy................. 16

Management of the Trust..................................... 18

Multiple Classes............................................ 22

Purchasing Shares........................................... 23

IRA Accounts................................................ 25

Redemption of Shares........................................ 25

Exchanging Shares........................................... 27

How the Trust Prices Shares of the Funds.................... 28

Distributions............................................... 29

Taxes....................................................... 30

Other Information........................................... 31
</TABLE>

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RISK/RETURN SUMMARY

The following is a summary of certain key information about the AXA
Rosenberg Enhanced 500 Fund and AXA Rosenberg International Equity Fund (each a
"Series" or a "Fund" and, collectively, the "Series" or the "Funds"). You will
find additional information about each Fund, including a detailed description of
the risks of an investment in each Fund, after this Summary. This Summary
identifies each Fund's investment objective, principal investment strategies and
principal risks. The principal risks of each Fund are identified and more fully
discussed beginning on page 12. You can find more detailed descriptions of the
Funds further back in this Prospectus. Please be sure to read this additional
information BEFORE you invest.

Other important things for you to note:

- You may lose money by investing in the Funds.

- An investment in the Funds is not a deposit in a bank and is not insured
or guaranteed by the Federal Deposit Insurance Corporation or any other
government agency.

- The investment objective and policies of each of the Funds may be changed
without shareholder approval.

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AXA ROSENBERG ENHANCED 500 FUND

INVESTMENT OBJECTIVE

The Fund seeks to outperform the total return of the S&P 500 Composite Index
(the "S&P 500"). The S&P 500 is an unmanaged weighted index of 500 industrial,
transportation, utility and financial companies and is widely regarded by
investors as representative of the U.S. stock market.

SUMMARY OF PRINCIPAL INVESTMENT STRATEGIES

The Fund seeks to achieve its investment objective by investing in companies
that are listed on the S&P 500 and domiciled in the United States. The Fund will
generally overweight investments in such companies that the Fund's investment
adviser, AXA Rosenberg Investment Management LLC (the "Adviser"), believes will
outperform the S&P 500 and will generally underweight, or avoid altogether,
investments in such companies that the Adviser believes will underperform the
S&P 500. The Fund attempts to maintain a level of risk that is similar to that
associated with the S&P 500 generally.

SUMMARY OF PRINCIPAL RISKS

As with any stock mutual fund, you may lose money if you invest in the Fund.
Among the principal risks that could adversely affect the value of the Fund's
shares and cause you to lose money on your investment are:

INVESTMENT RISKS. The value of Fund shares may increase or decrease
depending on external conditions affecting the Fund's portfolio. These
conditions depend upon market, economic, political, regulatory and other
factors.

MANAGEMENT RISK. The success of the Fund's investment strategy depends upon
the Adviser's skill in determining which securities to overweight, underweight
or avoid altogether. Therefore, as with any actively managed investment
portfolio, the Fund is subject to the risk that its investment adviser will make
poor stock selections.

PERFORMANCE INFORMATION

The Fund does not have performance information for a full calendar year
because it has not yet commenced operations.

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AXA ROSENBERG INTERNATIONAL EQUITY FUND

INVESTMENT OBJECTIVE

SUMMARY OF PRINCIPAL INVESTMENT STRATEGIES

The Fund invests in the common stocks of large foreign companies which the
Adviser believes are undervalued by the market and generally sells such stocks
when the Adviser believes they have become overvalued by the market. Although
the Fund invests primarily in the stocks of companies that comprise the
MSCI-EAFE Index, it may invest up to 40% of its assets in the stocks of
companies which are not part of the MSCI-EAFE Index but which have
characteristics (such as, for example, the size of the company's market
capitalization, the general type of industry to which the company's activities
relate and country in which the company operates) similar to those of the
MSCI-EAFE companies.

The Adviser uses proprietary, quantitative investment computer models to
determine which securities to buy and sell. Using these models, the Adviser
employs a bottom-up approach based on factors such as a company's fair value,
financial strength, earnings and price momentum, cash flow, book value and its
competitive position within its industry. These models tend to produce a "value"
style of management by favoring securities believed to be selling below a price
that would accurately value the underlying company.

SUMMARY OF PRINCIPAL RISKS

MANAGEMENT RISK. The success of the Fund's investment strategy depends upon
the Adviser's skill in determining which securities to buy and which securities
to sell. Therefore, as with any actively managed investment portfolio, the Fund
is subject to the risk that its investment adviser will make poor stock
selections.

FOREIGN INVESTMENT RISK. Investments in securities of foreign issuers
involve certain risks that are less significant for investments in securities of
U.S. issuers. These include risks of adverse changes in foreign economic,
political, regulatory and other conditions, changes in currency exchange rates
or exchange control regulations (including limitations on currency movements and
exchanges). A Fund may be unable to obtain and enforce judgments against foreign
entities, and issuers of foreign securities are subject to different, and often
less comprehensive, accounting, reporting and disclosure requirements than
domestic issuers. Also, the

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securities of some foreign companies may be less liquid and at times more
volatile than securities of comparable U.S. companies.

CURRENCY RISK. As a result of its investments in securities denominated in,
and/or receiving revenues in, foreign currencies, the Fund will be subject to
currency risk. This is the risk that those currencies will decline in value
relative to the U.S. Dollar. In that event, the dollar value of these types of
investments would be adversely affected.

PERFORMANCE INFORMATION

The Fund does not have performance information for a full calendar year
because it has not yet commenced operations.

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FEES AND EXPENSES

THESE TABLES DESCRIBE THE FEES AND EXPENSES THAT YOU MAY PAY IF YOU BUY AND
HOLD SHARES OF THE FUNDS.

AXA ROSENBERG ENHANCED 500 FUND

SHAREHOLDER FEES
(PAID DIRECTLY FROM YOUR INVESTMENT):

<TABLE>
<CAPTION>
CLASS OF SHARES INSTITUTIONAL INVESTOR
- --------------- ------------- --------
<S> <C> <C>
Maximum Sales Charge (Load) Imposed on Purchases............ None None
Maximum Deferred Sales Charge (Load)........................ None None
Maximum Sales Charge (Load) Imposed on Reinvested
Dividends................................................. None None
Redemption Fee.............................................. None None
Exchange Fee................................................ None None
</TABLE>

ANNUAL FUND OPERATING EXPENSES
(EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS):

<TABLE>
<CAPTION>
CLASS OF SHARES INSTITUTIONAL INVESTOR
- --------------- ------------- --------
<S> <C> <C>
Management Fees............................................. 0.50% 0.50%
Distribution and Shareholder Service (12b-1) Fees........... None 0.25%
Other Expenses*............................................. 0.58% 0.73%**
Total Annual Fund Operating Expenses........................ 1.08% 1.48%
Fee Waiver and/or Expense Reimbursement***.................. 0.33% 0.33%
Net Expenses................................................ 0.75% 1.15%
</TABLE>

- ------------------------

* "Other Expenses" are based on estimated amounts for the current fiscal
year.

** The Trustees have authorized the payment of up to 0.15% of the Fund's
average daily net assets attributable to Investor Shares for subtransfer
and subaccounting services in connection with such shares.

*** The Adviser has entered into a contractual undertaking to waive its
management fee and bear certain expenses (exclusive of nonrecurring account
fees and extraordinary expenses) until March 31, 2001. Any amounts waived
or reimbursed in a particular fiscal year will be subject to repayment by
the Fund to the Adviser to the extent that from time to time through the
next two fiscal years the repayment will not cause the Fund's expenses to
exceed the limit, if any, agreed to by the Adviser at that time.

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EXAMPLE

This example is intended to help you compare the cost of investing in the
Fund with the cost of investing in other mutual funds.

The example assumes that you invest $10,000 in the Fund for the time periods
indicated and then redeem all of your shares at the end of those periods. The
example also assumes that your investment earns a 5% return each year and that
the Fund's operating expenses remain the same as the Total Annual Fund Operating
Expenses shown above. Your actual costs may be higher or lower. Based on these
assumptions, your costs would be:

<TABLE>
<CAPTION>
CLASS OF SHARES 1 YEAR 3 YEARS
- --------------- -------- --------
<S> <C> <C>
Institutional............................................... $ 77 $311
Investor.................................................... $117 $436
</TABLE>

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AXA ROSENBERG INTERNATIONAL EQUITY FUND

SHAREHOLDER FEES
(PAID DIRECTLY FROM YOUR INVESTMENT):

ANNUAL FUND OPERATING EXPENSES
(EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS):

<TABLE>
<CAPTION>
CLASS OF SHARES INSTITUTIONAL INVESTOR
- --------------- ------------- --------
<S> <C> <C>
Management Fees............................................. 0.85% 0.85%
Distribution and Shareholder Service (12b-1) Fees........... None 0.25%
Other Expenses*............................................. 1.70% 1.85%**
Total Annual Fund Operating Expenses........................ 2.55% 2.95%
Fee Waiver and/or Expense Reimbursement***.................. 1.20% 1.20%
Net Expenses................................................ 1.35% 1.75%
</TABLE>

- ------------------------

* "Other Expenses" are based on estimated amounts for the current fiscal
year.

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EXAMPLE

This example is intended to help you compare the cost of investing in the
Fund with the cost of investing in other mutual funds.

<TABLE>
<CAPTION>
CLASS OF SHARES 1 YEAR 3 YEARS
- --------------- -------- --------
<S> <C> <C>
Institutional............................................... $137 $ 679
Investor.................................................... $178 $ 800
</TABLE>

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INVESTMENT OBJECTIVES AND PRINCIPAL INVESTMENT STRATEGIES

Except as explicitly described otherwise, the investment objective and
policies of each of the Funds may be changed without shareholder approval.

AXA ROSENBERG ENHANCED 500 FUND

The Fund seeks to outperform the total return of the S&P 500 Composite Index
(the "S&P 500") while maintaining a level of risk similar to that associated
with the S&P 500 generally. The S&P 500 is an unmanaged weighted index of
500 industrial, transportation, utility and financial companies and is widely
regarded by investors as representative of the U.S. stock market. Total return
is a combination of capital appreciation and current income (dividend or
interest). The Fund does not seek to MAXIMIZE total return but, as indicated
above, seeks a total return greater than that of the S&P 500.

The Fund seeks to achieve its investment objective by investing in companies
that are included in the S&P 500 ("S&P 500 Companies"). The Fund generally will
overweight investments in S&P 500 Companies that the Adviser expects to
outperform the S&P 500 and underweight, or avoid altogether, investments in such
companies that the Adviser expects to underperform the S&P 500, in each case
relative to their weighting in the S&P 500 itself.

AXA ROSENBERG INTERNATIONAL EQUITY FUND

The Fund seeks a total return greater than that of the Morgan Stanley
Capital International Europe Australasia, Far East Index (the "MSCI-EAFE
Index"). The MSCI-EAFE Index is a well-known, international, unmanaged, weighted
stock market index that includes over 1,000 securities listed on the stock
exchanges of 20 developed market countries from Europe, Australia, Asia and the
Far East. Total return is a combination of capital appreciation and current
income (dividend or interest). The Fund does not seek to MAXIMIZE total return
but, as indicated above, seeks a total return greater than that of the MSCI-EAFE
Index.

The Fund invests in common stocks of large foreign companies which the
Adviser believes are undervalued by the market and generally sells those Stocks
once the Adviser believes they have become overvalued by the market. In
selecting securities for the Fund, the Adviser seeks to match the capitalization
profile of the MSCI-EAFE Index, a predominantly large company index with average
capitalization in excess of $50 billion. Although the Fund invests primarily in
the stocks of companies that comprise the MSCI-EAFE Index, it may invest up to
40% of its assets in the stocks of companies which are not part of the MSCI-EAFE
Index but which have characteristics (such as, for example, the size of the
company's market capitalization, the general type of industry to which the
company's activities relate and country in which the company operates) similar
to those of the MSCI-EAFE companies.

There are no prescribed limits on the Fund's geographic asset distribution,
and the Fund has the authority to invest in securities traded in securities
markets of any country in the world. It is currently expected that the Fund will
invest in approximately 20 different countries across three regions -- Europe,
the Far East and Australia. Under certain adverse investment conditions, the
Fund may restrict the number of securities markets in which its assets will be
invested, although under normal market circumstances, the Fund's investments
will involve securities principally traded in at least three different
countries.

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The Fund will not normally invest in securities of United States issuers
traded on United States securities markets.

PRINCIPAL RISKS

The value of your investment in a Fund changes with the values of the Fund's
investments. Many factors can affect those values. This section describes the
principal risks that may affect a particular Fund's investments as a whole. Any
Fund could be subject to additional risks because the types of investments made
by the Funds can change over time.

PRINCIPAL RISKS BY FUND

<TABLE>
<CAPTION>
AXA ROSENBERG AXA ROSENBERG
ENHANCED 500 INTERNATIONAL
FUND EQUITY FUND
------------- -------------
<S> <C> <C>
Investment Risks............................................ X X
Risks of Foreign Securities................................. X
Currency Risk............................................... X
Portfolio Turnover.......................................... X X
Management Risk............................................. X X
</TABLE>

INVESTMENT RISKS. An investment in the Funds involves risks similar to
those of investing in common stocks directly. Just as with common stocks, the
value of Fund shares may increase or decrease depending on market, economic,
political, regulatory and other conditions affecting a Fund's portfolio. These
types of risks may be greater with respect to investments in securities of
foreign issuers. Investment in shares of the Funds is, like investment in common
stocks, more volatile and risky than some other forms of investment.

SPECIAL RISKS OF FOREIGN INVESTMENTS. Investments in securities of foreign
issuers involve certain risks that are less significant for investments in
securities of U.S. issuers. These include risks of adverse changes in foreign
economic, political, regulatory and other conditions, changes in currency
exchange rates or exchange control regulations (including limitations on
currency movements and exchanges). A foreign government may expropriate or
nationalize invested assets, or impose withholding taxes on dividend or interest
payments. A Fund may be unable to obtain and enforce judgments against foreign
entities. Furthermore, issuers of foreign securities are subject to different,
and often less comprehensive, accounting, reporting and disclosure requirements
than domestic issuers. In certain countries, legal remedies available to
investors may be more limited than those available with respect to investments
in the United States or other countries. The securities of some foreign
companies may be less liquid and at times more volatile than securities of
comparable U.S. companies.

PORTFOLIO TURNOVER. The consideration of portfolio turnover will not
constrain the Adviser's investment decisions. Each of the Funds is actively
managed and, in some cases, each Fund's portfolio turnover may exceed 100%.
Higher portfolio turnover rates are likely to result in comparatively greater
brokerage commissions or transaction costs. Such costs will reduce the relevant
Fund's return. A higher portfolio turnover rate may also result in the
realization of substantial net short-term gains, which are taxable as ordinary
income to shareholders when distributed.

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CURRENCY RISK. As a result of its investments in securities denominated in,
and/or receiving revenues in, foreign currencies, the AXA Rosenberg
International Equity Fund will be subject to currency risk. This is the risk
that those currencies will decline in value relative to the U.S. Dollar. In that
event, the dollar value of these types of investments would be adversely
affected.

MANAGEMENT RISK. Each Fund is subject to management risk because it is an
actively managed investment portfolio. Management risk is the risk that the
Adviser will make poor stock selections. The Adviser will apply its investment
techniques and risk analyses in making investment decisions for each Fund, but
there can be no guarantee that the Adviser will produce the desired results. In
some cases, certain investments may be unavailable or the Adviser may not choose
certain investments under market conditions when, in retrospect, their use would
have been beneficial to a particular Fund.

CERTAIN ADDITIONAL INVESTMENT TECHNIQUES AND RELATED RISKS

The Funds have the flexibility to invest, within limits, in a variety of
instruments designed to enhance their investment capabilities. A brief
description of certain of these investment instruments and the risks associated
with them appears below. You can find more detailed information in the Trust's
Statement of Additional Information ("SAI").

CERTAIN ADDITIONAL TECHNIQUES OF THE AXA ROSENBERG ENHANCED 500 FUND. To
meet redemption requests or for investment purposes, the AXA Rosenberg Enhanced
500 Fund may temporarily hold a portion of its assets not invested in the stocks
of S&P 500 companies in full faith and credit obligations of the United States
government (E.G., U.S. Treasury Bills) and in short-term notes, commercial paper
or other money market instruments of high quality (I.E., rated at least "A-2" or
"AA" by Standard & Poor's ("S&P") or Prime 2 or "Aa" by Moody's Investors
Service, Inc. ("Moody's")) issued by companies having an outstanding debt issue
rated at least "AA" by S&P or at least "Aa" by Moody's, or determined by the
Adviser to be of comparable quality to any of the foregoing.

FOREIGN EXCHANGE TRANSACTIONS. The AXA Rosenberg International Equity Fund
(the "International Equity Fund") does not currently intend to hedge the
currency risk associated with investments in securities denominated in foreign
currencies. However, in order to hedge against possible variations in foreign
exchange rates pending the settlement of securities transactions, the
International Equity Fund reserves the right to buy or sell foreign currencies
or to deal in forward foreign currency contracts; that is, to agree to buy or
sell a specified currency at a specified price and future date. The
International Equity Fund also reserves the right to purchase currency futures
contracts and related options thereon for similar purposes. For example, if the
Adviser anticipates that the value of the yen will rise relative to the dollar,
the Fund could purchase a currency futures contract or a call option thereon or
sell (write) a put option to protect against a currency-related increase in the
price of yen-denominated securities the Fund intends to purchase. If the Adviser
anticipates a fall in the value of the yen relative to the dollar, the Fund
could sell a currency futures contract or a call option thereon or purchase a
put option on such futures contract as a hedge. If the International Equity Fund
changes its present intention and decides to utilize hedging strategies, futures
contracts and related options will be used only as a hedge against anticipated
currency rate changes (not for investment purposes) and all options on currency
futures written by the Fund will be covered. These practices,

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if utilized, may present risks different from or in addition to the risks
associated with investments in foreign currencies.

STOCK INDEX FUTURES. A stock index futures contract (an "Index Future") is
a contract to buy an integral number of units of the relevant index at a
specified future date at a price agreed upon when the contract is made. A unit
is the value at a given time of the relevant index. An option on an Index Future
gives the purchaser the right, in return for the premium paid, to assume a long
or a short position in an Index Future. A Fund will realize a loss if the value
of an Index Future declines between the time the Fund purchases an Index Future
and the time it sells it and may realize a gain if the value of the Index Future
rises between such dates.

In connection with a Fund's investment in common stocks, each Fund may
invest in Index Futures while the Adviser seeks favorable terms from brokers to
effect transactions in common stocks selected for purchase. A Fund may also
invest in Index Futures when the Adviser believes that there are not enough
attractive common stocks available to maintain the standards of diversity and
liquidity set for the Fund, pending investment in such stocks when they do
become available. Through the use of Index Futures, a Fund may maintain a
portfolio with diversified risk without incurring the substantial brokerage
costs which may be associated with investment in multiple issuers. This may
permit a Fund to avoid potential market and liquidity problems (e.g., driving up
or forcing down the price by quickly purchasing or selling shares of a portfolio
security) which may result from increases or decreases in positions already held
by the Fund. A Fund may also use Index Futures in order to hedge its equity
positions.

In contrast to purchases of a common stock, no price is paid or received by
a Fund upon the purchase of a futures contract. Upon entering into a futures
contract, a Fund will be required to deposit with its custodian in a segregated
account in the name of the futures broker a specified amount of cash or
securities. This is known by participants in the market as "initial margin." The
type of instruments that may be deposited as initial margin, and the required
amount of initial margin, are determined by the futures exchange on which the
Index Futures are traded. The nature of initial margin in futures transactions
is different from that of margin in securities transactions in that futures
contract margin does not involve the borrowing of funds by the customer to
finance the transactions. Rather, the initial margin is in the nature of a
performance bond or good faith deposit on the contract which is returned to the
Fund upon termination of the futures contract, assuming all contractual
obligations have been satisfied. Subsequent payments, called "variation margin,"
to and from the broker, will be made on a daily basis as the price of the
particular index fluctuates, making the position in the futures contract more or
less valuable, a process known as "marking to the market."

A Fund may close out a futures contract purchase by entering into a futures
contract sale. This will operate to terminate the Fund's position in the futures
contract. Final determinations of variation margin are then made, additional
cash is required to be paid by or released to the Fund, and the Fund realizes a
loss or a gain.

A Fund's use of Index Futures involves risk. Positions in Index Futures may
be closed out by a Fund only on the futures exchanges on which the Index Futures
are then traded. There can be no assurance that a liquid market will exist for
any particular contract at any particular time. The liquidity of the market in
futures contracts could be adversely affected by "daily price fluctuation
limits" established by the relevant futures exchange which limit the amount of
fluctuation in the price of an Index Futures contract during a single trading
day. Once the daily limit has been reached in the contract, no trades may be
entered into at a price

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beyond the limit. In such events, it may not be possible for a Fund to close its
futures contract purchase, and, in the event of adverse price movements, a Fund
would continue to be required to make daily cash payments of variation margin.
The futures market may also attract more speculators than does the securities
market, because deposit requirements in the futures market are less onerous than
margin requirements in the securities market. Increased participation by
speculators in the futures market may also cause price distortions. In addition,
the price of Index Futures may not correlate perfectly with movement in the
underlying index due to certain market disturbances.

A Fund will not purchase Index Futures if, as a result, the Fund's initial
margin deposits on transactions that do not constitute "bona fide hedging" under
relevant regulations of the Commodities Futures Trading Commission would be
greater than 5% of the Fund's total assets. In addition to margin deposits, when
a Fund purchases an Index Future, it is required to maintain, at all times while
an Index Future is held by the Fund, cash, U.S. Government securities or other
high grade liquid securities in a segragated account with its Custodian in an
amount which, together with the initial margin deposit on the futures contract,
is equal to the current value of the futures contract.

Further, the ability to establish and close out positions in options on
future contracts will be subject to the development and maintenance of a liquid
secondary market. It is not certain that such a market will develop. There is no
assurance that a liquid secondary market will exist for any particular option or
at any particular time.

REPURCHASE AGREEMENTS. Each Fund may enter into repurchase agreements, by
which a Fund purchases a security and obtains a simultaneous commitment from the
seller (a bank or, to the extent permitted by the Investment Company Act of
1940, as amended (the "1940 Act"), a recognized securities dealer) to repurchase
the security at an agreed-upon price and date (usually seven days or less from
the date of original purchase). The resale price is in excess of the purchase
price and reflects an agreed-upon market rate unrelated to the coupon rate on
the purchased security. Such transactions afford a Fund the opportunity to earn
a return on temporarily available cash. Although the underlying security may be
a bill, certificate of indebtedness, note or bond issued by an agency, authority
or instrumentality of the U.S. government, the obligation of the seller is not
guaranteed by the U.S. government, and there is a risk that the seller may fail
to repurchase the underlying security. There is a risk, therefore, that the
seller will fail to honor its repurchase obligation. In such event, the relevant
Fund would attempt to exercise rights with respect to the underlying security,
including possible disposition in the market. However, a Fund may be subject to
various delays and risks of loss, including (a) possible declines in the value
of the underlying security during the period while a Fund seeks to enforce its
rights thereto and (b) inability to enforce rights and the expenses involved in
attemped enforcement.

LOANS OF PORTFOLIO SECURITIES. Each Fund may lend some or all of its
portfolio securities to broker-dealers. Securities loans are made to
broker-dealers pursuant to agreements requiring that loans be continuously
secured by collateral in cash or U.S. Government securities at least equal at
all times to the market value of the securities lent. The borrower pays to the
lending Fund an amount equal to any dividends or interest received on the
securities lent. When the collateral is cash, the Fund may invest the cash
collateral in interest-bearing, short-term securities. When the collateral is
U.S. Government securities, the Fund usually receives a fee from the borrower.
Although voting rights or rights to consent with respect to the loaned
securities pass to the borrower, a Fund retains the right to call the loans at
any time on reasonable notice, and

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it will do so in order that the securities may be voted by the Fund if the
holders of such securities are asked to vote upon or consent to matters
materially affecting the investment. A Fund may also call loans in order to sell
the securities involved. The risks in lending portfolio securities, as with
other extensions of credit, include possible delay in recovery of the securities
or possible loss of rights in the collateral should the borrower fail
financially. However, such loans will be made only to broker-dealers that are
believed by the Adviser to be of relatively high credit standing.

ILLIQUID SECURITIES. Each Fund may purchase "illiquid securities," defined
as securities which cannot be sold or disposed of in the ordinary course of
business within seven days at approximately the value at which a Fund has valued
such securities, so long as no more than 15% of the Fund's net assets would be
invested in such illiquid securities after giving effect to the purchase.
Investment in illiquid securities involves the risk that, because of the lack of
consistent market demand for such securities, the Fund may be forced to sell
them at a discount from the last offer price.

THE ADVISER'S GENERAL INVESTMENT PHILOSOPHY

The Adviser attempts to add value relative to a benchmark through a
quantitative stock selection process, and seeks to diversify investment risk
across the holdings in each Fund.

INVESTMENT PHILOSOPHY

The Adviser's investment strategy is based on the belief that stock prices
imperfectly reflect the present value of the expected future earnings of
companies, their "fundamental value." The Adviser believes that market prices
will converge towards fundamental value over time, and that therefore, if the
Adviser can accurately determine fundamental value, and can apply a disciplined
investment process to select those stocks that are currently undervalued (in the
case of purchases) or overvalued (in the case of sales), the Adviser will
outperform a Fund's benchmark over time.

The premise of the Adviser's investment philosophy is that there is a link
between the price of a stock and the underlying financial and operational
characteristics of the company. In other words, the price reflects the market's
assessment of how well the company is positioned to generate future earnings
and/or future cash flow. The Adviser identifies and purchases those stocks that
are undervalued (I.E., they are currently cheaper than similar stocks with the
same characteristics) and sells those stocks that have become overvalued (I.E.,
they are currently more expensive than similar stocks with the same
characteristics). The Adviser believes that the market will recognize the
"better value" and that the mispricings will be corrected as the stocks in the
Fund's portfolios are purchased or sold by other investors.

In determining whether or not a stock is attractive, the Adviser estimates
the company's current fundamental value, changes in the company's future
earnings and investor sentiment toward the stock. The Adviser identifies and
causes a Fund to purchase undervalued stocks and to hold them in the Fund's
portfolio until the market recognizes and corrects for the mispricings.

DECISION PROCESS

The Adviser's decision process is a continuum. Its research function
develops models that analyze the more than 14,000 securities in the global
universe. These models include analyses of both fundamental data

16
<PAGE>
and historical price performance. The portfolio management function optimizes
each portfolio's composition, executes trades, and monitors performance and
trading costs.

The essence of the Adviser's approach is attention to important aspects of
the investment process. Factors crucial to successful stock selection include:
(1) accurate and timely data on a large universe of companies; (2) subtle
quantitative descriptors of value and predictors of changes in value; and
(3) insightful definitions of similar businesses. The Adviser assimilates,
checks and structures the input data on which its models rely. The Adviser
believes that if the data is correct, the recommendations made by the system
will be sound.

STOCK SELECTION

Fundamental valuation of stocks is key to the Adviser's investment process,
and the heart of the valuation process lies in the Adviser'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 170 groups of "similar" businesses. Each company
is broken down into its individual business segments. Each segment is compared
with similar segments of other companies doing business in the same geographical
market and, in most cases, in different markets. The Adviser appraises the
company's assets, operating earnings and sales within each business segment,
using the market's valuation of the relevant category of business as a guide
where possible. The Adviser then puts the segment appraisals together to create
balance sheet, income statement, and sales valuation models for each total
company, while adjusting the segment appraisals to reflect variables which apply
only to the total company, such as taxes, capital structure, and pension
funding.

The Adviser's proprietary Near-Term Prospects Model attempts to predict the
earnings change for companies over a one-year period. This Model examines, among
other things, measures of company profitability, measures of operational
efficiency, analysts earnings estimates and measures of investor sentiment,
including broker recommendations, earnings surprise and prior market
performance. In different markets around the world, the Adviser has different
levels of investor sentiment data available and observes differing levels of
market response to the model's various predictors.

The Adviser combines the results of the Near-Term Prospects Model with the
results of the Appraisal Model to determine the attractiveness of a stock for
purchase or sale.

OPTIMIZATION

The Adviser's portfolio optimization system attempts to construct a Fund
portfolio that will outperform the relevant benchmark. The optimizer
simultaneously considers both the recommendations of the Adviser's

17
<PAGE>
stock selection models and the risks in determining portfolio transactions. No
transaction will be executed unless the opportunity offered by a purchase or
sale candidate sufficiently exceeds the potential of an existing holding to
justify the transaction costs.

TRADING

The Adviser's trading system aggregates the recommended transactions for a
Fund and determines the feasibility of each recommendation in light of the
stock's liquidity, the expected transaction costs, and general market
conditions. It relays target price information to a trader for each stock
considered for purchase or sale. Trades are executed through any one of four
trading strategies: traditional brokerage, networks, accommodation, and package
or "basket" trades.

In the United States, the network arrangements the Adviser has developed
with Instinet Matching System (IMS) and Portfolio System for Institutional
Trading (POSIT) facilitate large volume trading with little or no price
disturbance and low commission rates.

Accommodative trading (also referred to herein as the Adviser's "match
system") allows institutional buyers and sellers of stock to present the Adviser
with their "interest" lists electronically each morning. Any matches between the
inventory that the brokers have presented and the Adviser's own recommended
trades are signaled to the Adviser's traders. Because the broker is doing agency
business and has a client on the other side of the trade, the Adviser expects
the other side to be accommodative in setting the price. The Adviser's objective
in using this match system is to execute most trades on the Adviser's side of
the bid/ask spread so as to minimize market impact.

Package trades further allow the Adviser to trade large lists of orders
simultaneously using state of the art tools such as the Instinet Real-Time
System, Instinet Order Matching System and Lattice Trading System. Those tools
provide order entry, negotiation and execution capabilities, either directly to
other institutions or electronically to the floor of the exchange. The
advantages of using such systems include speed of execution, low commissions,
anonymity and very low market impact.

The Adviser continuously monitors trading costs to determine the impact of
commissions and price disturbances on a Fund's portfolio.

MANAGEMENT OF THE TRUST

The Trust's trustees oversee the general conduct of the Funds' business.

INVESTMENT ADVISER

AXA Rosenberg Investment Management LLC (the "Adviser") is the Trust's
investment adviser. The Adviser's address is Four Orinda Way, Building E,
Orinda, CA 94563. The Adviser is responsible for making investment decisions for
the Funds and managing the Funds' other affairs and business, subject to the
supervision of the Board of Trustees. The Adviser provides investment advisory
services to a number of institutional investors as well as the other portfolios
of the Trust and the portfolio of Barr Rosenberg Variable Insurance Trust. Each
of the Funds will pay the Adviser a management fee for these services on a
monthly basis. Each of the AXA Rosenberg Enhanced 500 Fund and the AXA Rosenberg
International Equity Fund

18
<PAGE>
will pay the Adviser 0.50% and 0.85%, respectively, of its average daily net
assets per year as management fees. The Adviser has entered into a contractual
undertaking to reduce its management fee and bear certain expenses until
March 31, 2001 to limit each Fund's total annual operating expenses. Any amounts
waived or reimbursed in a particular fiscal year will be subject to repayment by
the relevant Fund to the Adviser to the extent that from time to time through
the next two fiscal years the repayment will not cause the Fund's expenses to
exceed the limit, if any, agreed to by the Adviser at that time. The Trust paid
the Adviser $6,456,359 in aggregate fees during the fiscal year ended March 31,
2000.

PORTFOLIO MANAGERS

AXA ROSENBERG ENHANCED 500 FUND. Management of the Fund's portfolio is
overseen by the Adviser's executive officers who are responsible for the design
and maintenance of the Adviser'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. Barr Rosenberg, Dr. Kenneth
Reid and Douglas Burton, the portfolio manager, are responsible for the
day-to-day management of the AXA Rosenberg Enhanced 500 Fund's portfolio.
Dr. Rosenberg and Dr. Reid both have been employed by the Adviser or its
predecessor since 1985. Mr. Burton has had portfolio management, marketing and
client service responsibilities since he joined the Adviser's predecessor in
1998. He received a B.S. and an M.B.A. from Brigham Young University in 1977.

AXA ROSENBERG INTERNATIONAL EQUITY FUND. Management of the Fund's portfolio
is overseen by the Adviser's executive officers who are responsible for the
design and maintenance of the Adviser'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 Joseph Leung, the portfolio manager, are responsible for the day-to-day
management of the AXA Rosenberg International Equity Fund's portfolio.
Mr. Leung has been a senior research associate, programmer and portfolio manager
with the Adviser or its predecessor since 1993. He received a B.S. and a B.A.
from Queen's University, Ontario, Canada in 1989 and an M.B.A. from the
University of Chicago in 1993. Mr. Leung is a chartered financial analyst.

EXECUTIVE OFFICERS

The biography of each of the executive officers of the Adviser is set forth
below. Kenneth Reid is also a Trustee of the Trust.

BARR ROSENBERG. Dr. Rosenberg is the Director of Research of the Adviser,
Chairman of AXA Rosenberg Group LLC, the parent of the Adviser, and Managing
Director of Barr Rosenberg Research Center LLC. As such, he has ultimate
responsibility for the Adviser'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
Adviser'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,

19
<PAGE>
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. From 1985
to 1998, he was the founder and Managing General Partner of Rosenberg
Institutional Equity Management, the predecessor company to the Adviser.

KENNETH REID. Dr. Reid is the Chief Executive Officer of the Adviser. His
work is focused on the design and estimation of the Adviser's valuation models
and he has primary responsibility for analyzing the empirical evidence that
validates and supports the day-to-day recommendations of the Adviser'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 Adviser'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 Adviser.
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 Accounting Research
at Rosenberg Institutional Equity Management.

INDEPENDENT TRUSTEES

William F. Sharpe, Nils H. Hakansson and Dwight M. Jaffee are the Trustees
of the Trust who are not "interested persons" (as defined in the 1940 Act) of
the Trust or the Adviser.

Dr. Sharpe is the STANCO 25 Professor of Finance Emeritus at Stanford
University's Graduate School of Business. He is best known as one of the
developers of the Capital Asset Pricing Model, including the beta and alpha
concepts used in risk analysis and performance measurement. He developed the
widely-used binomial method for the valuation of options and other contingent
claims. He also developed the computer algorithm used in many asset allocation
procedures. Dr. Sharpe has published articles in a number of professional
journals. He has also written six books, including PORTFOLIO THEORY AND CAPITAL
MARKETS, (McGraw-Hill, 1970), ASSET ALLOCATION TOOLS, (Scientific Press, 1987),
FUNDAMENTALS OF INVESTMENTS (with Gordon J. Alexander and Jeffery Bailey,
Prentice-Hall, 2000) and INVESTMENTS (with Gordon J. Alexander and Jeffery

20
<PAGE>
Bailey, Prentice-Hall, 1999). Dr. Sharpe is a past President of the American
Finance Association. He is currently Chairman of Financial Engines Incorporated,
an on-line investment advice company. He has also served as consultant to a
number of corporations and investment organizations. He is also a member of the
Board of Trustees of Smith Breeden Trust, an investment company, and a director
of Stanford Management Company. He received the Nobel Prize in Economic Sciences
in 1990.

Professor Hakansson is the Sylvan C. Coleman Professor of Finance and
Accounting at the Haas School of Business, University of California, Berkeley.
He is a former member of the faculty at UCLA as well as at Yale University. At
Berkeley, he served as Director of the Berkeley Program in Finance (1988-1991)
and as Director of the Professional Accounting Program (1985-1988). Professor
Hakansson is a Certified Public Accountant and spent three years with Arthur
Young & Company prior to receiving his Ph.D. from UCLA in 1966. He has twice
been a Visiting Scholar at Bell Laboratories in New Jersey and was, in 1975, the
Hoover Fellow at the University of New South Wales in Sydney and, in 1982, the
Chevron Fellow at Simon Fraser University in British Columbia. In 1984,
Professor Hakansson was a Special Visiting Professor at the Stockholm School of
Economics, where he was also awarded an honorary doctorate in economics. He is a
past president of the Western Finance Association (1983-1984). Professor
Hakansson has published a number of articles in academic journals and in
professional volumes. Many of his papers address various aspects of asset
allocation procedures as well as topics in securities innovation, information
economics and financial reporting. He has served on the editorial boards of
several professional journals and been a consultant to the RAND Corporation and
a number of investment organizations. Professor Hakansson is a member of the
board of two foundations and a past board member of SuperShare Services
Corporation and of Theatrix Interactive, Inc. He is also a Fellow of the
Accounting Researchers International Association and a member of the Financial
Economists Roundtable.

Professor 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 U.S. computer industry. He has
served on the editorial boards of numerous academic journals, and has been a
consultant to a number of 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.

DISTRIBUTOR

Investor Shares of each Fund are sold on a continuous basis by the Company's
distributor, Barr Rosenberg Funds Distributor, Inc. (the "Distributor"), a
wholly-owned subsidiary of The BISYS Group, Inc.

21
<PAGE>
The Distributor's principal offices are located at 3435 Stelzer Road, Columbus,
Ohio 43219. Institutional Shares are sold directly by the Trust.

Solely for the purpose of compensating the Distributor for services and
expenses primarily intended to result in the sale of Investor Shares and/or in
connection with the provision of direct client service, personal services,
maintenance of shareholder accounts and reporting services to holders of
Investor Shares of the Trust, such shares are subject to an annual distribution
and shareholder service fee (a "Distribution and Shareholder Service Fee") in
accordance with a Distribution and Shareholder Service Plan (a "Distribution and
Shareholder Service Plan") adopted by the Trust pursuant to Rule 12b-1 under the
1940 Act. Under the Distribution and Shareholder Service Plan, the Investor
Class of the Funds will pay annual distribution and shareholder service fees up
to the following percentages:

<TABLE>
<CAPTION>
INSTITUTIONAL INVESTOR
------------- --------
<S> <C> <C>
AXA Rosenberg
Enhanced 500 Fund.......................................... None 0.25%
AXA Rosenberg
International Equity Fund.................................. None 0.25%
</TABLE>

Expenses and services for which the Distributor may be reimbursed include,
without limitation, compensation to, and expenses (including overhead and
telephone expenses) of, financial consultants or other employees of the
Distributor or of participating or introducing brokers who engage in
distribution of the Investor Shares, printing of prospectuses and reports for
prospective Investor shareholders, advertising, preparing, printing and
distributing sales literature and forwarding communications from the Trust to
such shareholders. The Distribution and Shareholder Service Plan is of the type
known as a "compensation" plan. This means that, although the trustees of the
Trust are expected to take into account the expenses of the Distributor in their
periodic review of the Distribution and Shareholder Service Plan, the fees are
payable to compensate the Distributor for services rendered even if the amount
paid exceeds the Distributor's expenses. Because these fees are paid out of the
Fund's assets on an ongoing basis, over time these fees will increase the cost
of your investment and may cost you more than other types of sales charges.

MULTIPLE CLASSES

As indicated previously, the Funds offer two classes of shares to investors,
with eligibility for purchase depending on the amount invested in a particular
Fund. The two classes of shares are Institutional Shares and Investor Shares.
The following table sets forth basic investment and fee Information for each
class.

<TABLE>
<CAPTION>
ANNUAL DISTRIBUTION
MINIMUM FUND SUBSEQUENT AND SHAREHOLDER
NAME OF CLASS INVESTMENT* INVESTMENTS* SERVICE FEE
- ------------- ------------ ------------ -------------------
<S> <C> <C> <C>
Institutional........................................ $1 million $10,000 None
Investor............................................. $ 2,500 $ 500 0.25%
</TABLE>

- ------------------------

* Certain exceptions apply. See "-- Institutional Shares" and "-- Investor
Shares" below."

The offering price of Fund shares is based on the net asset value per share
next determined after an order is received. See "Purchasing Shares," "How the
Trust Prices Shares of the Funds -- Determination of Net Asset Value" and
"Redemption of Shares."

22
<PAGE>
INSTITUTIONAL SHARES

Institutional Shares may be purchased by institutions such as endowments and
foundations, plan sponsors of 401(a), 401(k), 457 and 403(b) plans, and
individuals. In order to be eligible to purchase Institutional Shares, an
institution, plan or individual must make an initial investment of at least $1
million in the particular Fund. In its sole discretion, the Adviser may waive
this minimum investment requirement and the Adviser intends to do so for
employees of the Adviser, for the spouse, parents, children, siblings,
grandparents or grandchildren of such employees, for employees of the
Administrator and for Trustees of the Trust who are not interested persons of
the Trust or Adviser and their spouses. Institutional Shares are sold without
any initial or deferred sales charges and are not subject to any ongoing
Distribution and Shareholder Service Fee.

INVESTOR SHARES

Investor Shares may be purchased by institutions, certain individual
retirement accounts and individuals. In order to be eligible to purchase
Investor Shares, an investor must make an initial investment of at least $2,500
in the particular Fund. In its sole discretion, the Adviser may waive this
minimum investment requirement. Investor Shares are subject to an annual
Distribution and Shareholder Service Fee equal to 0.25% of the average daily net
assets attributable to Investor Shares, and the Trustees have authorized each
Fund to pay up to 0.15% of its average daily net assets attributable to Investor
Shares for subtransfer and subaccounting services in connection with such
shares. As described above, the Distribution and Shareholder Service Plan in
connection with Investor Shares permits payments of up to 0.25% of the Funds'
average daily net assets attributable to Investor Shares. See "Management of the
Trust -- Distributor."

GENERAL

Shares of the Funds may be sold to corporations or other institutions such
as trusts, foundations or broker-dealers purchasing for the accounts of others
(collectively, "Shareholder Organizations"). Investors purchasing and redeeming
shares of the Funds through a Shareholder Organization may be charged a
transaction-based fee or other fee for the services provided by the Shareholder
Organization. Each such Shareholder Organization is responsible for transmitting
to its customers a schedule of any such fees and information regarding any
additional or different conditions with respect to purchases and redemptions of
Fund shares. Customers of Shareholder Organizations should read this Prospectus
in light of the terms governing accounts with their particular organization.

PURCHASING SHARES

The offering price for shares of each Fund is the net asset value per share
next determined after receipt of a purchase order. See "How the Trust Prices
Shares of the Funds -- Determination of Net Asset Value." Investors may be
charged an additional fee by their broker or agent if they effect transactions
through such persons.

23
<PAGE>
INITIAL CASH INVESTMENTS BY WIRE

Subject to acceptance by the Trust, shares of the Funds may be purchased by
wiring federal funds. Please first contact the Trust at 1-800-447-3332 for
complete wiring instructions. Notification must be given to the Trust at
1-800-447-3332 prior to 4:00 p.m., New York Time, on the wire date. Federal
funds purchases will be accepted only on a day on which the Trust, the
Distributor and the Custodian are all open for business. A completed Account
Application must be overnighted to the Trust at Barr Rosenberg Series Trust c/o
BISYS Fund Services, Inc., 3435 Stelzer Road, Columbus, Ohio 43219-8021. Please
note the minimum initial investment requirements for each class as set forth
above under "Multiple Classes."

INITIAL CASH INVESTMENTS BY MAIL

Subject to acceptance by the Trust, an account may be opened by completing
and signing an Account Application and mailing it to Barr Rosenberg Series
Trust, P.O. Box 182495, Columbus, Ohio 43218-2495.

The Fund(s) to be purchased should be specified on the Account Application.
In all cases, subject to acceptance by the Trust, payment for the purchase of
shares received by mail will be credited to a shareholder's account at the net
asset value per share of a Fund next determined after receipt, even though the
check may not yet have been converted into federal funds. Please note the
minimum initial investment requirements for each class as set forth above under
"Multiple Classes."

ADDITIONAL CASH INVESTMENTS

Additional cash investments may be made at any time by mailing a check to
the Trust at the address noted under "-- Initial Cash Investments by Mail"
(payable to Barr Rosenberg Series Trust) or by wiring monies as noted under
"--Initial Cash Investments by Wire." Notification must be given at
1-800-447-3332 or to the appropriate broker-dealer prior to 4:00 p.m., New York
time, of the wire date. Please note each class' minimum additional investment
requirements as set forth above under "Multiple Classes." In its sole
discretion, the Adviser may waive the minimum additional investment
requirements.

INVESTMENTS IN-KIND (INSTITUTIONAL SHARES)

Institutional Shares may be purchased in exchange for common stocks on
deposit at The Depository Trust Company ("DTC") or by a combination of such
common stocks and cash. Purchase of Institutional Shares of a Fund in exchange
for stocks is subject in each case to the determination by the Adviser that the
stocks to be exchanged are acceptable. Securities accepted by the Adviser in
exchange for Fund shares will be valued as set forth under "How the Trust Prices
Shares of the Funds -- Determination of Net Asset Value" (generally the last
quoted sale price) as of the time of the next determination of net asset value
after such acceptance. All dividends, subscription or other rights which are
reflected in the market price of accepted securities at the time of valuation
become the property of the Fund and must be delivered to the Fund upon receipt
by the investor from the issuer. Generally, the exchange of common stocks for
Institutional Shares will be a taxable event for federal income tax purposes,
which will trigger gain or loss to an investor subject to federal income
taxation, measured by the difference between the value of the Institutional
Shares received and the investor's basis in the securities tendered.

24
<PAGE>
The Adviser will not approve the acceptance of securities in exchange for
Fund shares unless (i) the Adviser, in its sole discretion, believes the
securities are appropriate investments for the Fund; (ii) the investor
represents and agrees that all securities offered to the Fund are not subject to
any restrictions upon their sale by the Fund under the Securities Act of 1933,
as amended, or otherwise; and (iii) the securities may be acquired under the
Fund's investment restrictions.

OTHER PURCHASE INFORMATION

An eligible shareholder may also participate in the Barr Rosenberg Automatic
Investment Program, an investment plan that automatically debits money from the
shareholder's bank account and invests it in Investor Shares of one or more of
the Funds through the use of electronic funds transfers. Investors may commence
their participation in this program with a minimum initial investment of $2,500
and may elect to make subsequent investments by transfers of a minimum of $50
into their established Fund account. You may contact the Trust for more
information about the Barr Rosenberg Automatic Investment Program.

For purposes of calculating the purchase price of Fund shares, a purchase
order is received by the Trust on the day that it is in "good order" unless it
is rejected by the Distributor. For a cash purchase order of Fund shares to be
in "good order" on a particular day, a check or money wire must be received on
or before 4:00 p.m., New York time, on that day. If the consideration is
received by the Trust after the deadline, the purchase price of Fund shares will
be based upon the next determination of net asset value of Fund shares. No third
party or foreign checks will be accepted. In the case of a purchase in-kind of
Institutional Shares, such purchase order will be rejected if the investor's
securities are not placed on deposit at DTC prior to 10:00 a.m., New York time.

The Trust reserves the right, in its sole discretion, to suspend the
offering of shares of a Fund or to reject purchase orders when, in the judgment
of the Adviser, such suspension or rejection would be in the best interests of
the Trust or a Fund. The Funds do not allow investments by market timers. You
will be considered a market timer if you buy and sell your shares within 30 days
or otherwise seem, in the judgment of the Adviser, to follow a timing pattern.

Purchases of each Fund's shares may be made in full or in fractional shares
of such Fund calculated to three decimal places. In the interest of economy and
convenience, certificates for shares will not be issued.

IRA ACCOUNTS

Investor Shares of the Funds may be used as funding mediums for IRAs. The
minimum initial investment for an IRA is $2,000. A special application must be
completed in order to create such an account. Contributions to IRAs are subject
to prevailing amount limits set by the Internal Revenue Service. For more
information about IRAs, call the Trust at 1-800-447-3332.

REDEMPTION OF SHARES

Shares of the Funds may be redeemed by mail, or, if authorized by an
investor in an Account Application, by telephone. The value of shares redeemed
may be more or less than the original cost of those shares, depending on the
market value of the investment securities held by the particular Fund at the
time of the redemption.

25
<PAGE>
BY MAIL

The Trust will redeem its shares at the net asset value next determined
after the request is received in "good order." See "How the Trust Prices Shares
of the Funds -- Determination of Net Asset Value." Requests should be addressed
to Barr Rosenberg Series Trust, P.O. Box 182495, Columbus, Ohio 43218-2495.

Requests in "good order" must include the following documentation:

(a) a letter of instruction specifying the number of shares or dollar
amount to be redeemed, signed by all registered owners of the shares in the
exact names in which they are registered;

(b) any required signature guarantees; and

(c) other supporting legal documents, if required, in the case of
estates, trusts, guardianships, custodianships, corporations, pension and
profit sharing plans and other organizations.

SIGNATURE GUARANTEES

To protect shareholder accounts, the Trust and the Transfer Agent from
fraud, signature guarantees may be required to enable the Trust to verify the
identity of the person who has authorized a redemption from an account.
Signature guarantees are required for (1) redemptions where the proceeds are to
be sent to someone other than the registered shareholder(s) at the registered
address, (2) redemptions of $25,000 or more, and (3) share transfer requests.
Signature guarantees may be obtained from certain eligible financial
institutions, including but not limited to, the following: banks, trust
companies, credit unions, securities brokers and dealers, savings and loan
associations, and participants in the Securities and Transfer Association
Medallion Program (STAMP), the Stock Exchange Medallion Program (SEMP) or the
New York Stock Exchange Medallion Signature Program (MSP). Shareholders may
contact the Trust at 1-800-447-3332 for further details.

BY TELEPHONE

Provided the Telephone Redemption Option has been authorized by an investor
in an Account Application, a redemption of shares may be requested by calling
the Transfer Agent at 1-800-447-3332 and requesting that the redemption proceeds
be mailed to the primary registration address or wired per the authorized
instructions. If the Telephone Redemption Option or the Telephone Exchange
Option (as described below) is authorized, the Transfer Agent may act on
telephone instructions from any person representing himself or herself to be a
shareholder and believed by the Transfer Agent to be genuine. The Transfer
Agent's records of such instructions are binding and the shareholder, not the
Trust or the Transfer Agent, bears the risk of loss in the event of unauthorized
instructions reasonably believed by the Transfer Agent to be genuine. The
Transfer Agent will employ reasonable procedures to confirm that instructions
communicated are genuine and, if it does not, it may be liable for any losses
due to unauthorized or fraudulent instructions. The procedures employed in
connection with transactions initiated by telephone include tape recording of
telephone instructions and requiring some form of personal identification prior
to acting upon instructions received by telephone. Telephone Redemption will be
suspended for a period of 10 business days following a telephonic address
change.

26
<PAGE>
SYSTEMATIC WITHDRAWAL PLAN

An owner of $12,000 or more of shares of a Fund may elect to have periodic
redemptions made from the investor's account to be paid on a monthly, quarterly,
semiannual or annual basis. The maximum payment per year is 12% of the account
value at the time of the election. The Trust will normally redeem a sufficient
number of shares to make the scheduled redemption payments on a date selected by
the shareholder. Depending on the size of the payment requested and fluctuation
in the net asset value, if any, of the shares redeemed, redemptions for the
purpose of making such payments may reduce or even exhaust the account. A
shareholder may request that these payments be sent to a predesignated bank or
other designated party. Capital gains and dividend distributions paid to the
account will automatically be reinvested at net asset value on the distribution
payment date.

FURTHER REDEMPTION INFORMATION

The Trust will not make payment on redemptions of shares purchased by check
until payment of the purchase price has been collected, which may take up to
fifteen days after purchase. Shareholders can avoid this delay by utilizing the
wire purchase option.

If the Adviser determines, in its sole discretion, that it would not be in
the best interests of the remaining shareholders of a Fund to make a redemption
payment to an Institutional Shareholder wholly or partly in cash, such Fund may
pay the redemption price of Institutional Shares in whole or in part by a
distribution in kind of readily marketable securities held by such Fund in lieu
of cash. Securities used to redeem Fund shares in kind will be valued in
accordance with the Funds' procedures for valuation described under "How the
Trust Prices Shares of the Funds -- Determination of Net Asset Value."
Securities distributed by a Fund in kind will be selected by the Adviser in
light of each Fund's objective and will not generally represent a pro rata
distribution of each security held in a Fund's portfolio. Investors may incur
brokerage charges on the sale of any such securities so received in payment of
redemptions.

The Trust may suspend the right of redemption and may postpone payment for
more than seven days when the New York Stock Exchange is closed for other than
weekends or holidays, or if permitted by the rules of the Securities and
Exchange Commission, during periods when trading on the Exchange is restricted
or during an emergency which makes it impracticable for the Funds to dispose of
their securities or to fairly determine the value of their net assets, or during
any other period permitted by the Securities and Exchange Commission for the
protection of investors.

EXCHANGING SHARES

The Funds offer two convenient ways to exchange shares of one Fund for
shares of another Fund. Shares of a particular class of a Fund may be exchanged
only for shares of the same class in another Fund. There is no sales charge on
exchanges. Before engaging in an exchange transaction, a shareholder should read
carefully the information in the Prospectus describing the Fund into which the
exchange will occur. A shareholder may not exchange shares of a class of one
Fund for shares of the same class of another Fund that is not qualified for sale
in the state of the shareholder's residence. Although the Trust has no current
intention of terminating or modifying the exchange privilege, it reserves the
right to do so at any time.

27
<PAGE>
An exchange is taxable as a sale of a security on which a gain or loss may
be recognized. Shareholders should receive written confirmation of the exchange
within a few days of the completion of the transaction.

A new account opened by exchange must be established with the same name(s),
address and social security number as the existing account. All exchanges will
be made based on the respective net asset values next determined following
receipt of the request by the Funds containing the information indicated below.

EXCHANGE BY MAIL

To exchange Fund shares by mail, shareholders should simply send a letter of
instruction to the Trust. The letter of instruction must include: (a) the
investor's account number; (b) the class of shares to be exchanged; (c) the Fund
from and the Fund into which the exchange is to be made; (d) the dollar or share
amount to be exchanged; and (e) the signatures of all registered owners or
authorized parties.

EXCHANGE BY TELEPHONE

To exchange Fund shares by telephone or to ask questions about the exchange
privilege, shareholders may call the Trust at 1-800-447-3332. If you wish to
exchange shares, please be prepared to give the telephone representative the
following information: (a) the account number, social security number and
account registration; (b) the class of shares to be exchanged; (c) the name of
the Fund from which and the Fund into which the exchange is to be made; and
(d) the dollar or share amount to be exchanged. Telephone exchanges are
available only if the shareholder so indicates by checking the "yes" box on the
Account Application. The Trust employs procedures, including recording telephone
calls, testing a caller's identity, and written confirmation of telephone
transactions, designed to give reasonable assurance that instructions
communicated by telephone are genuine, and to discourage fraud. To the extent
that a Fund does not follow such procedures, it may be liable for losses due to
unauthorized or fraudulent telephone instructions. A Fund will not be liable for
acting upon instructions communicated by telephone that it reasonably believes
to be genuine. The Trust reserves the right to suspend or terminate the
privilege of exchanging by mail or by telephone at any time. The telephone
exchange privilege will be suspended for a period of 10 days following a
telephonic address change.

HOW THE TRUST PRICES SHARES OF THE FUNDS

The price of each Fund's shares is based on its net asset value as next
determined after receipt of a purchase order in good order.

For purposes of calculating the purchase price of Fund shares, if it does
not reject a purchase order, the Trust considers an order received on the day
that it receives a check or money order on or before 4:00 p.m., New York Time.
If the Trust receives the payment after the deadline, it will base the purchase
price of Fund shares on the next determination of net asset value of Fund
shares.

The Trust reserves the right, in its sole discretion, to suspend the
offering of shares of a Fund or Funds or to reject purchase orders when the
Adviser believes that suspension or rejection would be in the best interests of
the Trust.

28
<PAGE>
Purchases of each Fund's shares may be made in full or fractional shares of
the relevant Fund calculated to three decimal places. In the interest of economy
and convenience, the Trust will not issue certificates for shares.

DETERMINATION OF NET ASSET VALUE

The net asset value of each class of shares of the Funds will be determined
once on each day on which the New York Stock Exchange is open as of 4:00 p.m.,
New York time. Shares will not be priced on the days on which the New York Stock
Exchange is closed for trading. Because the AXA Rosenberg International Equity
Fund may invest in securities that are primarily listed on foreign exchanges
that trade on weekends or other days when the Fund does not price its shares,
the net asset value of the shares of that Fund may change on days when
shareholders will not be able to purchase or redeem shares. The net asset value
per share of each class of a Fund is determined by dividing the particular
class's proportionate interest in the total market value of the Fund's portfolio
investments and other assets, less any applicable liabilities, by the total
outstanding shares of that class of the Fund. Each Fund's liabilities are
allocated among its classes. The total of such liabilities allocated to a
particular class, plus that class's distribution and shareholder service
expenses, if any, and any other expenses specially allocated to that class are
then deducted from the class's proportionate interest in the Fund's assets. The
resulting amount for each class is divided by the number of shares of that class
outstanding to produce the "net asset value" per share.

Portfolio securities listed on a securities exchange for which market
quotations are available are valued at the last quoted sale price on each
business day, or, if there is no such reported sale, at the most recent quoted
bid price. Price information on listed securities is generally taken from the
closing price on the exchange where the security is primarily traded. Unlisted
securities for which market quotations are readily available are valued at the
most recent quoted bid price, except that debt obligations with sixty days or
less remaining until maturity may be valued at their amortized cost.
Exchange-traded options, futures and options on futures are valued at the
settlement price as determined by the appropriate clearing corporation. Other
assets and securities for which no quotations are readily available are valued
at fair value as determined in good faith by the Trustees of the Trust or by
persons acting at their direction.

DISTRIBUTIONS

Each Fund intends to pay out as dividends substantially all of its net
investment income (which comes from dividends and any interest it receives from
its investments and net short-term capital gains). Each Fund also intends to
distribute substantially all of its net long-term capital gains, if any, after
giving effect to any available capital loss carryover. Each Fund's policy is to
declare and pay distributions of its dividends and interest annually although it
may do so more frequently as determined by the Trustees of the Trust. Each
Fund's policy is to distribute net short-term capital gains and net long-term
gains annually, although it may do so more frequently as determined by the
Trustees of the Trust to the extent permitted by applicable regulations.

All dividends and/or distributions will be paid out in the form of
additional shares of the relevant Fund to which the dividends and/or
distributions relate at net asset value unless the shareholder elects to receive
cash. Shareholders may make this election by marking the appropriate box on the
Account Application or by writing to the Administrator.

29
<PAGE>
If you elect to receive distributions in cash and checks (i) are returned
and marked as "undeliverable" or (ii) remain uncashed for six months, your cash
election will be changed automatically and your future dividend and capital
gains distributions will be reinvested in the Fund at the per share net asset
value determined as of the date of payment of the distribution. In addition, any
undeliverable checks or checks that remain uncashed for six months will be
canceled and will be reinvested in the Fund at the per share net asset value
determined as of the date of cancellation.

TAXES

Each Fund intends to qualify each year as a regulated investment company
under Subchapter M of the Internal Revenue Code of 1986, as amended. So long as
a Fund distributes, as dividends, substantially all of the sum of its taxable
net investment income and the excess, if any, of net short-term capital gains
over net long-term capital losses for such year and otherwise qualifies for the
special rules governing the taxation of regulated investment companies, the Fund
itself will not pay federal income tax on the amount distributed. Such dividends
will be taxable to shareholders subject to income tax as ordinary income.
Distributions of long-term capital gains (generally taxed at 20%) will be
taxable to shareholders as such, regardless of how long a shareholder has held
the shares. Distributions will be taxed as described above whether received in
cash or in shares through the reinvestment of distributions. A distribution paid
to shareholders by a Fund in January of a year is generally deemed to have been
received by shareholders on December 31 of the preceding year if the
distribution was declared and payable to shareholders of record on a date in
October, November or December of that preceding year. Each Fund will provide
federal tax information annually, including information about dividends and
distributions paid during the preceding year.

If more than 50% of a Fund's assets at fiscal year-end is represented by
debt and equity securities of foreign corporations, the Fund may (and the AXA
Rosenberg International Equity Fund intends to) elect to permit shareholders who
are U.S. citizens or U.S. corporations to claim a foreign tax credit or
deduction (but not both) on their U.S. income tax returns for their pro rata
portion of qualified taxes paid by the Fund to foreign countries. As a result,
the amounts of foreign income taxes paid by such Fund would be treated as
additional income to shareholders of such Fund for purposes of the foreign tax
credit. Each such shareholder would include in gross income from foreign sources
its pro rata share of such taxes. Certain limitations imposed by the Internal
Revenue Code may prevent shareholders from receiving a full foreign tax credit
or deduction for their allocable amount of such taxes.

To the extent such investments are permissible for a Fund, the Fund's
transactions in options, futures contracts, hedging transactions, forward
contracts, equity swap contracts and straddles will be subject to special tax
rules (including mark-to-market, constructive sale, straddle and wash sale
rules), the effect of which may be to accelerate income to the Fund, defer
losses to the Fund, cause adjustments in the holding periods of the Fund's
securities and convert short-term capital losses into long-term capital losses.
These rules could therefore affect the amount, timing and character of
distributions to shareholders. A Fund's use of such transactions may result in
the Fund realizing more short-term capital gains and ordinary income subject to
tax at ordinary income tax rates than it would if it did not engage in such
transactions.

The foregoing is a general summary of the federal income tax consequences of
investing in a Fund to shareholders who are U.S. citizens or U.S. corporations.
Shareholders should consult their own tax advisers about the tax consequences of
an investment in the Funds in light of each shareholder's particular tax

30
<PAGE>
situation. Shareholders should also consult their own tax advisers about
consequences under foreign, state, local or other applicable tax laws.

OTHER INFORMATION

Each Fund's investment performance may from time to time be included in
advertisements about such Fund. Total return for a Fund is measured by comparing
the value of an investment in such Fund at the beginning of the relevant period
to the redemption value of the investment in such Fund at the end of such period
(assuming immediate reinvestment of any dividends or capital gains
distributions). All data are based on a Fund's past investment results and do
not predict future performance. Investment performance, which will vary, is
based on many factors, including market conditions, the composition of a Fund's
portfolio and a Fund's operating expenses. Investment performance also often
reflects the risks associated with a Fund's investment objective and policies.
These factors should be considered when comparing a Fund's investment results
with those of other mutual funds and other investment vehicles. Quotations of
investment performance for any period when an expense limitation was in effect
will be greater than if the limitation had not been in effect.

31
<PAGE>

The Funds' statement of additional information ("SAI") dated May 1, 2000
contains additional information about the Funds. It is incorporated by
reference into this prospectus, which means that it is part of this
prospectus for legal purposes. You may obtain a free copy of the Funds' SAI,
request other information about the Funds, or make shareholder inquiries by
writing to the Trust at the address below or by telephoning 1-800-447-3332.

You may review and copy the Trust's Annual and Semi-Annual Reports and the
SAI at the Public Reference Room of the Securities and Exchange Commission.
You may obtain text-only copies, for a fee, by writing the Public Reference
Section of the Commission, Washington, D.C. 20549-0102, or calling
1-202-942-8090, or by electronic request via e-mail at the following address:
[email protected].

You may obtain text-only copies for a fee from the Edgar database on the
Commission's Website at http://www.sec.gov.

ADDRESS CORRESPONDENCE TO:

Barr Rosenberg Series Trust
3435 Stelzer Road
Columbus, Ohio 43219-8021
1-800-447-3332

SHAREHOLDER SERVICES
1-800-555-5737 (Institutional Shares)
1-800-447-3332 (Investor Shares)

ADVISER
AXA Rosenberg Investment Management LLC
Four Orinda Way, Building E
Orinda, CA 94563

ADMINISTRATOR, TRANSFER AND
DIVIDEND PAYING AGENT
BISYS Fund Services Ohio, Inc.
3435 Stelzer Road
Columbus, OH 43219

CUSTODIANS OF ASSETS
Custodial Trust Company
101 Carnegie Center
Princeton, NJ 08540
(AXA Rosenberg Enhanced 500 Fund)

State Street Bank and Trust Company
Mutual Funds Division
Boston, MA 02102
(AXA Rosenberg International Equity Fund)

INDEPENDENT ACCOUNTANTS
PricewaterhouseCoopers LLP
333 Market Street
San Francisco, CA 94104

LEGAL COUNSEL
Ropes & Gray
One International Place
Boston, MA 02110 BRG - 0055

Investment Company Act File No. 811-05547

[LOGO]
BARR
ROSENBERG
SERIES
TRUST

- - AXA Rosenberg Enhanced 500 Fund

- - AXA Rosenberg International Equity Fund

PROSPECTUS
MAY 1, 2000
<PAGE>

BARR ROSENBERG SERIES TRUST

AXA ROSENBERG ENHANCED 500 FUND
AXA ROSENBERG INTERNATIONAL EQUITY FUND

STATEMENT OF ADDITIONAL INFORMATION

May 1, 2000

This Statement of Additional Information is not a prospectus. This
Statement of Additional Information relates to the prospectus of the AXA
Rosenberg Enhanced 500 Fund and the AXA Rosenberg International Equity Fund
of Barr Rosenberg Series Trust dated May 1, 2000 (the "Prospectus") and
should be read in conjunction therewith. A copy of the Prospectus may be
obtained from Barr Rosenberg Series Trust, 3435 Stelzer Road, Columbus, Ohio
43219.

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<PAGE>

TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
INVESTMENT OBJECTIVES AND POLICIES ..........................................3

MISCELLANEOUS INVESTMENT PRACTICES ..........................................8

INVESTMENT RESTRICTIONS .....................................................8

INCOME DIVIDENDS, DISTRIBUTIONS AND TAX STATUS ..............................10

MANAGEMENT OF THE TRUST .....................................................12

INVESTMENT ADVISORY AND OTHER SERVICES ......................................15

PORTFOLIO TRANSACTIONS ......................................................19

TOTAL RETURN CALCULATIONS ...................................................20

DESCRIPTION OF THE TRUST AND OWNERSHIP OF SHARES ............................22

DETERMINATION OF NET ASSET VALUE ............................................24

PURCHASE AND REDEMPTION OF SHARES ...........................................24
</TABLE>

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<PAGE>

INVESTMENT OBJECTIVES AND POLICIES

The investment objective and policies of each of the AXA Rosenberg
Enhanced 500 Fund and the AXA Rosenberg International Equity Fund (each, a
"Fund" and collectively, the "Funds") of Barr Rosenberg Series Trust (the
"Trust") are summarized in the Prospectus under the heading "Risk/Return
Summary" and described in more detail in the Prospectus under the headings
"Principal Investment Strategies" and "Principal Risks."

The following is an additional description of certain investments of the
Funds.

INDEX FUTURES (ALL FUNDS). An index futures contract (an "Index Future") is a
contract to buy or sell an integral number of units of an Index at a specified
future date at a price agreed upon when the contract is made. A unit is the
value of the relevant Index from time to time. Entering into a contract to buy
units is commonly referred to as buying or purchasing a contract or holding a
long position in an Index.

Index Futures contracts can be traded through all major commodity
brokers. Currently, contracts are expected to expire on the tenth day of March,
June, September and December. A Fund will ordinarily be able to close open
positions on the United States futures exchange on which Index Futures are then
traded at any time up to and including the expiration day.

Upon entering into a futures contract, a Fund will be required to deposit
initial margin with its custodian in a segregated account in the name of the
futures broker. Variation margin will be paid to and received from the broker on
a daily basis as the contracts are marked to market. For example, when a Fund
has purchased an Index Future and the price of the relevant Index has risen,
that position will have increased in value and the Fund will receive from the
broker a variation margin payment equal to that increase in value. Conversely,
when a Fund has purchased an Index Future and the price of the relevant Index
has declined, the position would be less valuable and the Fund would be required
to make a variation margin payment to the broker.

The price of Index Futures may not correlate perfectly with movements in
the underlying Index due to certain market distortions. First, all participants
in the futures market are subject to margin deposit and maintenance
requirements. Rather than meeting additional margin deposit requirements,
investors may close futures contracts through offsetting transactions which
could distort the normal relationship between the Index and futures markets.
Second, the deposit requirements in the futures market are less onerous than
margin requirements in the securities market, and as a result the futures market
may attract more speculators than does the securities market. Increased
participation by speculators in the futures market may also cause temporary
price distortions.

FOREIGN CURRENCY TRANSACTIONS (AXA ROSENBERG INTERNATIONAL EQUITY
FUND). The Fund does not currently intend to hedge the foreign currency risk
associated with investments in securities denominated in foreign currencies.
However, the Fund reserves the right to buy

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<PAGE>

or sell foreign currencies or to deal in forward foreign currency contracts to
hedge against possible variations in foreign exchange rates pending the
settlement of securities transactions. The Fund also reserves the right to use
currency futures contracts and related options thereon for similar purposes. By
entering into a futures or forward contract for the purchase or sale, for a
fixed amount of dollars, of the amount of foreign currency involved in the
underlying security transactions, a Fund will be able to protect itself against
a possible loss resulting from an adverse change in the relationship between the
U.S. dollar and the subject foreign currency during the period between the date
on which the security is purchased or sold and the date on which payment is made
or received. A Fund's dealing in forward contracts will be limited to this type
of transaction. A Fund will not engage in currency futures transactions for
leveraging purposes. A put option on a futures contract gives a Fund the right
to assume a short position in the futures contract until the expiration of the
option. A call option on a futures contract gives a Fund the right to assume a
long position in the futures contract until the expiration of the option.

CURRENCY FORWARD CONTRACTS (AXA ROSENBERG INTERNATIONAL EQUITY FUND).
A forward foreign currency exchange contract involves an obligation to
purchase or sell a specific currency at a future date, which may be any fixed
number of days from the date of the contract as agreed by the parties, at a
price set at the time of the contract. In the case of a cancelable forward
contract, the holder has the unilateral right to cancel the contract at
maturity by paying a specified fee. The contracts traded in the interbank
market are negotiated directly between currency traders (usually large
commercial banks) and their customers. A forward contract generally has no
deposit requirement, and no commissions are charged at any stage for trades.

CURRENCY FUTURES TRANSACTIONS (AXA ROSENBERG INTERNATIONAL EQUITY
FUND). A currency futures contract sale creates an obligation by the seller
to deliver the amount of currency called for in the contract in a specified
delivery month for a stated price. A currency futures contract purchase
creates an obligation by the purchaser to take delivery of the underlying
amount of currency in a specified delivery month at a stated price. Futures
contracts are traded only on commodity exchanges -- known as "contract
markets" -- approved for such trading by the Commodity Futures Trading
Commission ("CFTC"), and must be executed through a futures commission
merchant, or brokerage firm, which is a member of the relevant contract
market.

Although futures contracts by their terms call for actual delivery or
acceptance, in most cases the contracts are closed out before the settlement
date without the making or taking of delivery. Closing out a futures contract
sale is effected by purchasing a futures contract for the same aggregate amount
of the specific type of financial instrument or commodity and the same delivery
date. If the price of the initial sale of the futures contract exceeds the price
of the offsetting purchase, the seller is paid the difference and realizes a
gain. Conversely, if the price of the offsetting purchase exceeds the price of
the initial sale, the seller realizes a loss. Similarly, the closing out of a
futures contract purchase is effected by the purchaser entering into a futures
contract sale. If the offsetting sale price exceeds the purchase price, the
purchaser realizes a gain, and if the purchase price exceeds the offsetting sale
price, the purchaser realizes a loss.

The purchase or sale of a futures contract differs from the purchase or
sale of a security, in that no price or premium is paid or received. Instead, an
amount of cash or U.S. Treasury bills generally not exceeding 5% of the contract

-4-
<PAGE>

amount must be deposited with the broker. This amount is known as initial
margin. Subsequent payments to and from the broker, known as variation margin,
are made on a daily basis as the price of the underlying futures contract
fluctuates making the long and short positions in the futures contract more or
less valuable, a process known as "marking to the market." At any time prior to
the settlement date of the futures contract, the position may be closed out by
taking an opposite position which will operate to terminate the position in the
futures contract. A final determination of variation margin is then made,
additional cash is required to be paid to or released by the broker, and the
purchaser realizes a loss or gain. In addition, a commission is paid on each
completed purchase and sale transaction.

Unlike a currency futures contract, which requires the parties to buy and
sell currency on a set date, an option on a futures contract entitles its holder
to decide on or before a future date whether to enter into such a contract. If
the holder decides not to enter into the contract, the premium paid for the
option is lost. Since the value of the option is fixed at the point of sale,
there are no daily payments of cash in the nature of "variation" or
"maintenance" margin payments to reflect the change in the value of the
underlying contract as there are by a purchaser or seller of a currency futures
contract.

The ability to establish and close out positions on options on futures
will be subject to the development and maintenance of a liquid secondary market.
It is not certain that this market will develop or be maintained.

The Funds will write (sell) only covered put and call options on currency
futures. This means that a Fund will provide for its obligations upon exercise
of the option by segregating sufficient cash or short-term obligations or by
holding an offsetting position in the option or underlying currency future, or a
combination of the foregoing. Set forth below is a description of methods of
providing cover that the Funds currently expect to employ, subject to applicable
exchange and regulatory requirements. If other methods of providing appropriate
cover are developed, a Fund reserves the right to employ them to the extent
consistent with applicable regulatory and exchange requirements.

A Fund will, so long as it is obligated as the writer of a call option on
currency futures, own on a contract-for-contract basis an equal long position in
currency futures with the same delivery date or a call option on currency
futures with the difference, if any, between the market value of the call
written and the market value of the call or long currency futures purchased
maintained by the Fund in cash, U.S. government securities, or other high-grade
liquid debt obligations in a segregated account with its custodian. If at the
close of business on any day the market value of the call purchased by a Fund
falls below 100% of the market value of the call written by the Fund, the Fund
will so segregate an amount of cash, U.S. government securities, or other
high-grade liquid debt obligations equal in value to the difference.
Alternatively, a Fund may cover the call option through segregating with its
custodian an amount of the particular foreign currency equal to the amount of
foreign currency per futures contract option times the number of options written
by the Fund.

In the case of put options on currency futures written by a Fund, the
Fund will hold the aggregate exercise price in cash, U.S. Government securities,
or other high-grade liquid debt obligations in a segregated account with its
custodian, or own put options on currency futures or short currency futures,
with the difference, if any, between the market value of the put written and the

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<PAGE>

market value of the puts purchased or the currency futures sold maintained by
the Fund in cash, U.S. government securities, or other high-grade liquid debt
obligations in a segregated account with its custodian. If at the close of
business on any day the market value of the put options purchased or the
currency futures sold by a Fund falls below 100% of the market value of the put
options written by the Fund, the Fund will so segregate an amount of cash, U.S.
government securities, or other high-grade liquid debt obligations equal in
value to the difference.

A Fund may not enter into currency futures contracts or related options
thereon if immediately thereafter the amount committed to margin plus the amount
paid for premiums for unexpired options on currency futures contracts exceeds 5%
of the market value of the Fund's total assets.

LIMITATIONS ON THE USE OF CURRENCY FUTURES CONTRACTS (AXA ROSENBERG
INTERNATIONAL EQUITY FUND). The Fund's ability to engage in the currency
futures transactions described above will depend on the availability of
liquid markets in such instruments. Markets in currency futures are
relatively new and still developing. It is impossible to predict the amount
of trading interest that may exist in various types of currency futures.
Therefore no assurance can be given that a Fund will be able to utilize these
instruments effectively for the purposes set forth above. Furthermore, a
Fund's ability to engage in such transactions may be limited by tax
considerations.

RISK FACTORS IN CURRENCY FUTURES TRANSACTIONS (AXA ROSENBERG
INTERNATIONAL EQUITY FUND). Investment in currency futures contracts involves
risk. Some of that risk may be caused by an imperfect correlation between
movements in the price of the futures contract and the price of the currency
being hedged. The hedge will not be fully effective where there is such
imperfect correlation. To compensate for imperfect correlations, a Fund may
purchase or sell futures contracts in a greater amount than the hedged
currency if the volatility of the hedged currency is historically greater
than the volatility of the futures contracts. Conversely, a Fund may purchase
or sell fewer contracts if the volatility of the price of the hedged currency
is historically less than that of the futures contracts. The risk of
imperfect correlation generally tends to diminish as the maturity date of the
futures contract approaches.

The successful use of transactions in futures and related options also
depends on the ability of the Adviser to forecast correctly the direction and
extent of exchange rate and stock price movements within a given time frame.
It is impossible to forecast precisely what the market value of securities the
Fund anticipates buying will be at the expiration or maturity of a currency
forward or futures contract. Accordingly, in cases where the Fund seeks to
protect against an increase in value of the currency in which the securities
are denominated through a foreign currency transaction, it may be necessary
for the Fund to purchase additional foreign currency on the spot market (and
bear the expense of such currency purchase) if the market value of the
securities to be purchased is less than the amount of foreign currency the
Fund contracted to purchase. Conversely, it may be necessary to sell on the
spot market some of the foreign currency received upon the sale of the
portfolio security or securities if the market value of such security or
securities exceeds the value of the securities purchased. When the Fund
purchases forward or futures contracts (or options thereon) to hedge against
a possible increase in the price of currency in which is denominated the
securities the Fund anticipates purchasing, it is possible that the market
may instead decline. If the Fund does not then invest in such

-6-
<PAGE>

securities because of concern as to possible further market decline or for other
reasons, the Fund may realize a loss on the forward or futures contract that is
not offset by a reduction in the price of the securities purchased. As a result,
the Fund's total return for such period may be less than if it had not engaged
in the forward or futures transaction.

Foreign currency transactions that are intended to hedge the value of
securities the Fund contemplates purchasing do not eliminate fluctuations in the
underlying prices of those securities. Rather, such currency transactions simply
establish a rate of exchange which can be used at some future point in time.
Additionally, although these techniques tend to minimize the risk of loss due to
a change in the value of the currency involved, they tend to limit any potential
gain that might result from the increase in the value of such currency.

The amount of risk the Fund assumes when it purchases an option on a
currency futures contract is the premium paid for the option plus related
transaction costs. In addition to the correlation risks discussed above, the
purchase of an option also entails the risk that changes in the value of the
underlying futures contract will not be fully reflected in the value of the
option purchased.

The liquidity of a secondary market in a currency futures contract may be
adversely affected by "daily price fluctuation limits" established by commodity
exchanges which limit the amount of fluctuation in a futures contract price
during a single trading day. Once the daily limit has been reached in the
contract, no trades may be entered into at a price beyond the limit, thus
preventing the liquidation of open futures positions. Prices have in the past
exceeded the daily limit on a number of consecutive trading days.

A Fund's ability to engage in currency forward and futures transactions
may be limited by tax considerations.

-7-
<PAGE>

MISCELLANEOUS INVESTMENT PRACTICES

PORTFOLIO TURNOVER. A change in securities held by a Fund is known as
"portfolio turnover" and almost always involves the payment by a Fund of
brokerage commissions or dealer markup and other transaction costs on the sale
of securities as well as on the reinvestment of the proceeds in other
securities. Portfolio turnover is not a limiting factor with respect to
investment decisions. As disclosed in the Prospectus, high portfolio turnover
involves correspondingly greater brokerage commissions and other transaction
costs, which will be borne directly by the Funds, and could involve realization
of capital gains that would be taxable when distributed to shareholders of a
Fund. To the extent that portfolio turnover results in the realization of net
short-term capital gains, such gains are ordinarily taxed to shareholders at
ordinary income tax rates.

NOTICE ON SHAREHOLDER APPROVAL. Unless otherwise indicated in the
Prospectus or this Statement of Additional Information, the investment objective
and policies of each of the Funds may be changed without shareholder approval.

INVESTMENT RESTRICTIONS

Without a vote of the majority of the outstanding voting securities of a
Fund, the Trust will not take any of the following actions with respect to such
Fund:

(1) Borrow money in excess of 10% of the value (taken at the lower of
cost or current value) of the Fund's total assets (not including the amount
borrowed) at the time the borrowing is made, and then only from banks as a
temporary measure to facilitate the meeting of redemption requests (not for
leverage) which might otherwise require the untimely disposition of portfolio
investments or for extraordinary or emergency purposes or for payments of
variation margin. Such borrowings will be repaid before any additional
investments are purchased. Short sales and related borrowings of securities are
not subject to this restriction.

(2) Pledge, hypothecate, mortgage or otherwise encumber its assets in
excess of 10% of the Fund's total assets (taken at cost) and then only to secure
borrowings permitted by Restriction 1 above. (For the purposes of this
restriction, collateral arrangements with respect to options, short sales, stock
index, interest rate, currency or other futures, options on futures contracts
and collateral arrangements with respect to initial and variation margin are not
deemed to be a pledge or other encumbrance of assets. Collateral arrangements
with respect to swaps and other derivatives are also not deemed to be a pledge
or other encumbrance of assets.)

(3) Purchase securities on margin, except such short-term credits as
may be necessary for the clearance of purchases and sales of securities. (For
this purpose, the deposit or payment of initial or variation margin in
connection with futures contracts or related options transactions is not
considered the purchase of a security on margin.)

(4) Make short sales of securities or maintain a short position if,
when added together, more than 100% of the value of a Fund's net assets would be
(i) deposited as collateral for the obligation to replace securities borrowed to
effect short sales, and (ii) allocated to segregated accounts in connection with
short sales. Short sales "against the box" are not subject to this limitation.

-8-
<PAGE>

(5) Underwrite securities issued by other persons except to the extent
that, in connection with the disposition of its portfolio investments, it may be
deemed to be an underwriter under federal securities laws.

(6) Purchase or sell real estate, although it may purchase securities
of issuers which deal in real estate, including securities of real estate
investment trusts, and may purchase securities which are secured by interests in
real estate.

(7) Concentrate more than 25% of the value of its total assets in any
one industry.

(8) Invest in securities of other investment companies, except to the
extent permitted by the Investment Company Act of 1940, as amended (the "1940
Act"), or by an exemptive order issued by the Securities and Exchange
Commission.

(9) Purchase or sell commodities or commodity contracts except that
each of the Funds may purchase and sell stock index and other financial futures
contracts and options thereon.

(10) Make loans, except by purchase of debt obligations or by entering
into repurchase agreements or through the lending of the Funds' portfolio
securities.

(11) Issue senior securities. (For the purpose of this restriction none
of the following is deemed to be a senior security: any pledge or other
encumbrance of assets permitted by restriction (2) above; any borrowing
permitted by restriction (1) above; short sales permitted by restriction (4)
above; any collateral arrangements with respect to short sales, swaps, options,
future contracts and options on future contracts and with respect to initial and
variation margin; and the purchase or sale of options, future contracts or
options on future contracts.)

Notwithstanding the latitude permitted by Restriction 9 above, the Funds
have no current intention of purchasing interest rate futures.

It is contrary to the present policy of each of the Funds, which may be
changed by the Trustees of the Trust without shareholder approval, to:

(a) Invest in warrants or rights (other than warrants or rights
acquired by a Fund as a part of a unit or attached to securities at the time of
purchase).

(b) Write, purchase or sell options on particular securities (as
opposed to market indices).

(d) Make investments for the purpose of exercising control of a
company's management.

(e) Invest in (a) securities which at the time of investment are not
readily marketable and (b) repurchase agreements maturing in more than seven
days if, as a result, more than 15% of the Fund's net assets (taken at current
value) would then be invested in such securities.

-9-
<PAGE>

Unless otherwise indicated, all percentage limitations on investments set
forth herein and in the Prospectus will apply at the time of the making of an
investment and shall not be considered violated unless an excess or deficiency
occurs or exists immediately after and as a result of such investment.

The phrase "shareholder approval," as used in the Prospectus and herein,
and the phrase "vote of a majority of the outstanding voting securities," as
used herein, means the affirmative vote of the lesser of (1) more than 50% of
the outstanding shares of a Fund or the Trust, as the case may be, or (2) 67% or
more of the shares of a Fund or the Trust, as the case may be, present at a
meeting if more than 50% of the outstanding shares are represented at the
meeting in person or by proxy.

INCOME DIVIDENDS, DISTRIBUTIONS AND TAX STATUS

The tax status of the Funds and the distributions which they may make are
summarized in the Prospectus under the headings "Distributions" and "Taxes." The
Funds intend to qualify each year as a regulated investment company under the
Internal Revenue Code of 1986, as amended. In order to qualify as a "regulated
investment company" and to qualify for the special tax treatment accorded
regulated investment companies and their shareholders, each Fund must, among
other things, (a) derive at least 90% of its gross income from dividends,
interest, payments with respect to certain securities loans, gains from the sale
or other disposition of securities or foreign currencies or other income
(including but not limited to gains from options, futures or forward contracts)
derived with respect to its business of investing in such securities or
currencies; (b) diversify its holdings so that, at the close of each quarter of
its taxable year, (i) at least 50% of the value of its total assets consists of
cash, cash items, U.S. government securities, securities of other regulated
investment companies, and other securities limited generally with respect to any
one issuer to not more than 5% of the total assets of such Fund and not more
than 10% of the outstanding voting securities of such issuer, and (ii) not more
than 25% of the value of its total assets is invested in the securities of any
issuer (other than U.S. government securities or securities of other regulated
investment companies); and (c) distribute annually at least 90% of the sum of
its taxable net investment income, its net tax-exempt income (if any), and, the
excess, if any, of net short-term capital gains over net long-term capital
losses for such year. To the extent a Fund qualifies for treatment as a
regulated investment company, the Fund will not be subject to federal income tax
on income paid to its shareholders in the form of dividends or capital gain
distributions.

As described in the Prospectus under the heading "Distributions," each
Fund intends to pay out substantially all of its ordinary income and net
short-term capital gains, and to distribute substantially all of its net capital
gains, if any, after giving effect to any available capital loss carryover. Net
capital gain is the excess of net gains from assets held for more than one year
over net losses from capital assets held for not more than one year. In order to
avoid an excise tax imposed on certain undistributed income, a Fund must
distribute prior to each calendar year end without regard to the Fund's fiscal
year end (i) 98% of the Fund's ordinary income, (ii) 98% of the Fund's
capital gain net income, if any, realized in the one-year period ending on
October 31, and (iii) 100% of any undistributed income from prior years.

In general, all dividend distributions derived from ordinary income and
short-term capital gain are taxable to investors as ordinary income.
Distributions of long-term gains (generally taxed at a 20% rate) will be taxable

-10-
<PAGE>

to shareholders as such, regardless of how long a shareholder has held the
shares in the Fund. Distributions will be taxable as described above whether
received in cash or in shares through the reinvestment of distributions. The
dividends-received deduction for corporations will generally apply to a Fund's
dividends from investment income to the extent derived from dividends received
by the Fund from domestic corporations, provided the Fund and the shareholder
each meet the relevant holding period requirements.

Dividends and distributions on a Fund's shares are generally subject to
federal income tax as described herein to the extent they do not exceed the
Fund's realized income and gains, even though such dividends and distributions
may economically represent a return of a particular shareholder's investment.
Such distributions are likely to occur in respect of shares purchased at a time
when a Fund's net asset value reflects gains that are either unrealized, or
realized but not distributed.

Certain tax-exempt organizations or entities may not be subject to
federal income tax on dividends or distributions from a Fund. Each organization
or entity should review its own circumstances and the federal tax treatment of
its income.

Each Fund is generally required to withhold and remit to the U.S.
Treasury 31% of the taxable dividends and other distributions, whether
distributed in cash or reinvested in shares of the Fund, paid or credited to any
shareholder account for which an incorrect or no taxpayer identification number
has been provided or where the Fund is notified that the shareholder has
underreported income in the past (or the shareholder fails to certify that he is
not subject to such withholding). However, the general back-up withholding rules
set forth above will not apply to tax-exempt entities so long as each such
entity furnishes a Fund with an appropriate certificate.

The Internal Revenue Service recently revised its regulations
affecting the application to foreign investors of the back-up withholding and
withholding tax rules described above. The new regulations generally will
become effective for payments made after December 31, 2000. In some
circumstances, the new rules will increase the certification and filing
requirements imposed on foreign investors in order to qualify for exemption
from the 31% back-up withholding tax and for reduced withholding tax rates
under income tax treaties. Foreign investors in the Fund should consult their
tax advisors with respect to the potential application of these new
regulations.

To the extent such investments are permissible for a particular Fund, the
Fund's transactions in options, futures contracts, hedging transactions, forward
contracts and straddles will be subject to special tax rules (including
mark-to-market, constructive sale, straddle, wash sale and short sale rules),
the effect of which may be to accelerate income to the Fund, defer losses to the
Fund, cause adjustments in the holding periods of the Fund's securities, convert
long-term capital gains into short-term capital gains and convert short-term
capital losses into long-term capital losses. These rules could therefore affect
the amount, timing and character of distributions to shareholders.

"Constructive sale" provisions apply to activities by the Funds which
lock in gain on an "appreciated financial position." Generally, a "position"
is defined to include stock, a debt instrument, or partnership interest, or
an interest in any of the foregoing, including through a short sale, a swap
contract, or a future or forward contract. The entry into a short sale, a
swap contract or a

-11-
<PAGE>

future or forward contract relating to an appreciated direct position in any
stock or debt instrument, or the acquisition of stock or debt instrument at a
time when a Fund occupies an offsetting (short) appreciated position in the
stock or debt instrument, is treated as a "constructive sale" that gives rise to
the immediate recognition of gain (but not loss). The application of these new
provisions may cause a Fund to recognize taxable income from these offsetting
transactions in excess of the cash generated by such activities.

THE TAX DISCUSSION SET FORTH ABOVE IS A SUMMARY INCLUDED FOR GENERAL
INFORMATION PURPOSES ONLY. EACH SHAREHOLDER IS ADVISED TO CONSULT ITS OWN TAX
ADVISER WITH RESPECT TO THE SPECIFIC TAX CONSEQUENCES TO IT OF AN INVESTMENT IN
THE FUNDS, INCLUDING THE EFFECT AND APPLICABILITY OF STATE, LOCAL, FOREIGN, AND
OTHER TAX LAWS AND THE POSSIBLE EFFECTS OF CHANGES IN FEDERAL OR OTHER TAX LAWS.
THIS DISCUSSION IS NOT INTENDED AS A SUBSTITUTE FOR CAREFUL TAX PLANNING.

MANAGEMENT OF THE TRUST

The Trust's trustees oversee the general conduct of the Funds' business. The
Trustees and officers of the Trust and their principal occupations during the
past five years are as follows:

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
Name (Age) Position with the Trust Principal Occupation
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Nils H. Hakansson (61) Trustee Sylvan C. Coleman Professor of
Finance and 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) Trustee STANCO 25 Professor of Finance
Emeritus, Stanford University,
September 1999 to present;
STANCO 25 Professor of Finance,
Stanford University, September
1995 to September 1999; 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 1989;
Chairman, Financial Engines
Incorporated, Los Altos,
California (on-line
investment advice), March 1996
to present.
- --------------------------------------------------------------------------------------------------------------------
Dwight M. Jaffee (55) Trustee Professor of Finance and Real
Estate, Haas School of Business,
University of California,
Berkeley, California, July 1991
to present.
- --------------------------------------------------------------------------------------------------------------------
Kenneth Reid* (50) Trustee Chief Executive Officer, AXA
Rosenberg Investment Management
LLC, January 1999 to present;
General Partner and Director of
Research, Rosenberg
Institutional Equity Management,
June 1986 to December 1998.
- --------------------------------------------------------------------------------------------------------------------
Barr M. Rosenberg (57) Vice President Director of Research, AXA
Rosenberg Investment 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.
- --------------------------------------------------------------------------------------------------------------------
Marlis S. Fritz (50) Vice President Vice Chairman and Global
Marketing Director, AXA
Rosenberg Group LLC, January
1999 to present; Managing
Director AXA Rosenberg Global
Services LLC, January 1999 to
present; General Partner and
- --------------------------------------------------------------------------------------------------------------------

-12-
<PAGE>

- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Director of Marketing, Rosenberg
Institutional Equity Management,
April 1985 to December 1998.
- --------------------------------------------------------------------------------------------------------------------
Po-Len Hew (33) Treasurer Director of Finance, AXA
Rosenberg Global 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 (40) Clerk Global Services Coordinator and
- --------------------------------------------------------------------------------------------------------------------

-13-
<PAGE>

- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Paralegal, AXA 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) Vice President Chief Operating Officer, AXA
Rosenberg Group 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.
- --------------------------------------------------------------------------------------------------------------------
Richard L. Saalfeld (56) President President and Chief Executive
Officer, Barr 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.
- --------------------------------------------------------------------------------------------------------------------
</TABLE>

- -------------------------

-14-
<PAGE>

* Trustee who is an "interested person" (as defined in the 1940 Act) of the
Trust or the Adviser.

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 Adviser an annual fee of $45,540 plus an additional
fee 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 Adviser. The following table sets forth
information concerning the total compensation accrued and payable to each of
the Trustees who are not interested persons of the Trust or Adviser in the
fiscal year ended March 31, 2000:

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
Name of Aggregate Pension or Estimated Total
Person, Compensation Retirement Annual Compensation
Position from Benefits Benefits upon from
Registrant Accrued as Retirement Registrant
Part of Fund and Fund
Expenses Complex* Paid
to Directors
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Nils H.
Hakansson $70,290** $0 $0 $81,180**
Trustee
- -------------------------------------------------------------------------------------------------------------------------
William F.
Sharpe Trustee $70,290** $0 $0 $81,180**
- -------------------------------------------------------------------------------------------------------------------------
Dwight M.
Jaffee $70,290** $0 $0 $81,180**
Trustee
- -------------------------------------------------------------------------------------------------------------------------
Kenneth
Reid $0 $0 $0 $0
Trustee
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>

* Prior to the introduction of the AXA Rosenberg Enhanced 500 Fund and the
AXA Rosenberg International Equity Fund, the Fund Complex consisted of seven
funds: the U.S. Small Capitalization Series, the International Small
Capitalization Series, the Japan Series, the Barr Rosenberg Market Neutral
Fund, the Barr Rosenberg Double Alpha Market Fund, the Barr Rosenberg Select
Sectors Market Neutral Fund and the Barr Rosenberg VIT Market Neutral Fund.

** Reflects fees accrued for the fiscal year regardless of the actual
payment date.

Messrs. Rosenberg, Reid, Lyman and Saalfeld and Ms. Fritz, Ronan and Hew,
each being an officer or employee of the Adviser or its affiliates, will each
benefit from the management fees paid by the Trust to the Adviser, but receive
no direct compensation from the Trust.

INVESTMENT ADVISORY AND OTHER SERVICES

INVESTMENT ADVISORY CONTRACTS. 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 "Adviser"), subject to the control of
the Trustees of the Trust and such policies as the Trustees may determine, the

-15-
<PAGE>

Adviser 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. Subject to the control of the
Trustees, the Adviser furnishes office space and equipment, provides certain
bookkeeping and clerical services and pays all salaries, fees and expenses of
officers and Trustees of the Trust who are affiliated with the Adviser. As
indicated under "Portfolio Transactions -Brokerage and Research Services," the
Trust's portfolio transactions may be placed with broker-dealers which furnish
the Adviser, at no cost, certain research, statistical and quotation services of
value to the Adviser in advising the Trust or its other clients.

Each of the Funds has agreed to pay the Adviser a monthly management
fee at the annual percentage rate of the relevant Fund's average daily net
assets set forth in the Prospectus. The Adviser has informed the Trust that
it will waive some or all of its management fees under the Management
Contracts and, if necessary, will bear certain expenses of each Fund until
further notice (but in any event at least through 3/31/01) so that each
Fund's total annual operating expenses (exclusive of nonrecurring account
fees and extraordinary expenses) applicable to each class will not exceed the
percentage of each Fund's average daily net assets attributable to that class
as set forth in the Prospectus. In addition, the Adviser's compensation under
each Management Contract is subject to reduction to the extent that in any
year the expenses of a Fund (including investment advisory fees but excluding
taxes, portfolio brokerage commissions and any distribution and shareholder
service expenses paid by a class of shares of a Fund pursuant to a distribution
and shareholder service plan or otherwise) exceed the limits 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.

Each Management Contract provides that the Adviser shall not be subject
to any liability to the Trust or to any shareholder of the Trust in connection
with the performance of its services thereunder in the absence of willful
misfeasance, bad faith, gross negligence or reckless disregard of its
obligations and duties thereunder.

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 Adviser or
the Trust, and by (ii) the majority vote of either the full 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 Adviser. In addition, each
Management Contract may be terminated on not more than 60 days' written notice
by the Adviser to the Trust.

The Adviser 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,

-16-
<PAGE>

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 Adviser.

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 Adviser; Barr M. Rosenberg is a Vice
President of the Trust and the Director of Research of the Adviser. Dr.
Rosenberg, Dr. Reid and Marlis S. Fritz, the former general partners of
Rosenberg Institutional Equity Management, may be deemed to be controlling
persons of the Adviser as a result of their interest in AXA Rosenberg Group LLC,
the parent of the Adviser.

ADMINISTRATIVE SERVICES. The Trust has entered into a Fund Administration
Agreement with BISYS Fund Services Ohio, Inc. (the "Administrator") pursuant to
which the Administrator provides certain management and administrative services
necessary for the Funds' operations including: (i) general supervision of the
operation of the Funds including coordination of the services performed by the
Funds' investment adviser, transfer agent, custodian, independent accountants
and legal counsel, regulatory compliance, including the compilation of
information for documents such as reports to, and filings with, the SEC and
state securities commissions, and preparation of proxy statements and
shareholder reports for the Funds; (ii) general supervision relative to the
compilation of data required for the preparation of periodic reports distributed
to the Funds' officers and Board of Trustees; and (iii) furnishing office space
and certain facilities required for conducting the business of the Funds. The
Trust's principal underwriter is an affiliate of the Administrator. For these
services, the Administrator is entitled to receive a fee, payable monthly, at
the annual rate of 0.15% of the average daily net assets of the Trust.

The Trust has also entered into a Fund Accounting Agreement with BISYS
Fund Services, Inc. (the "Fund Accountant") pursuant to which the Fund
Accountant provides certain accounting services necessary for the Funds'
operations. For these services, the Fund Accountant is entitled to receive an
annual fee of $50,000 for each Fund.

DISTRIBUTOR AND DISTRIBUTION AND SHAREHOLDER SERVICE PLAN. As stated
in the Prospectus under the heading "Management of the Trust -- Distributor,"
Investor Shares of each Fund are sold on a continuous basis by the Trust's
distributor, Barr Rosenberg Funds Distributor, Inc. (the "Distributor").
Under the Distributor's Contract between the Trust and the Distributor (the
"Distributor's Contract"), the Distributor is not obligated to sell any
specific amount of shares of the Trust and will purchase shares for resale
only against orders for shares.

Pursuant to a Distribution and Shareholder Service Plan (the "Plan")
described in the Prospectus, in connection with the distribution of Investor
Shares of the Trust and/or in connection with the provision of direct client
service, personal services, maintenance of shareholder accounts and reporting
services to holders of Investor Shares of the Trust, the Distributor receives
certain distribution and shareholder service fees from the Trust. Subject to
the percentage limitation on the distribution and shareholder service fee set
forth in the Prospectus, the distribution and shareholder service fee may be
paid in respect of services rendered and expenses borne in the past with
respect to Investor Shares

-17-
<PAGE>

as to which no distribution fee was paid on account of such limitation. The
Distributor may pay all or a portion of the distribution and service fees it
receives from the Trust to participating and introducing brokers.

The Plan may be terminated by vote of a majority of the Trustees of
the Trust who are not interested persons of the Trust and who have no direct
or indirect financial interest in the operation of the Plan or the Distributor's
Contract (the "Independent Trustees"), or by vote of a majority of the
outstanding voting securities of the relevant class. Any change in the Plan
that would materially increase the cost to Investor Shares requires approval
by holders of that class of Shares. The Trustees of the Trust review quarterly
a written report of such costs and the purposes for which such costs have been
incurred. Except as described above, the Plan may be amended by vote of the
Trustees of the Trust, including a majority of the Independent Trustees, cast in
person at a meeting called for the purpose. For so long as the Plan is in
effect, selection and nomination of those Trustees of the Trust who are not
interested persons of the Trust shall be committed to the discretion of such
disinterested persons.

The Distributor's Contract may be terminated with respect to either Fund
or Investor Shares thereof at any time by not more than 60 days' nor less
than 30 days' written notice without payment of any penalty either by the
Distributor or by such Fund and will terminate automatically, without the
payment of any penalty, in the event of its assignment.

The Plan and the Distributor's Contract will continue in effect for
successive one-year periods, provided that each such continuance is
specifically approved (i) by the vote of a majority of the Independent
Trustees and (ii) by the vote of a majority of the entire Board of Trustees
(or by vote of a majority of the outstanding Investor Shares, in the case of
the Distributor's Contract) cast in person at a meeting called for that
purpose.

The Trustees of the Trust believe that the Plan will provide benefits
to the Trust. The Trustees believe that the Plan will result in greater sales
and/or fewer redemptions of Investor Shares although it is impossible to know
for certain the level of sales and redemptions of Investor Shares that would
occur in the absence of the Plan or under alternative distribution schemes.
The Trustees believe that the effect on sales and/or redemptions benefit the
Trust by reducing Fund expense ratios and/or by affording greater flexibility
to the Trust.

The Plan is of the type known as a "compensation" plan. This means
that, although the trustees of the Trust are expected to take into account the
expenses of the Distributor in their periodic review of the Plan, the fees are
payable to compensate the Distributor for services rendered even if the amount
paid exceeds the Distributor's expenses. Because these fees are paid out of the
relevant Fund's assets on an ongoing basis, over time these fees will increase
the cost of your investment and may cost you more than paying other types of
sales charges.

CUSTODIAL ARRANGEMENTS. Custodial Trust Company, Princeton, NJ 08540,
for the AXA Rosenberg Enhanced 500 Fund, and State Street Bank and Trust
Company, Boston, Massachusetts 02102, for the AXA Rosenberg International
Equity Fund, are the Trust's custodians (each a "Custodian" and,
collectively, the "Custodians"). As such, each Custodian holds in safekeeping
certificated securities and cash

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belonging to the Trust and, in such capacity, is the registered owner of
securities in book-entry form belonging to the relevant Fund. Upon instruction,
each Custodian receives and delivers cash and securities of the relevant Fund in
connection with Fund transactions and collects all dividends and other
distributions made with respect to Fund portfolio securities.

INDEPENDENT ACCOUNTANTS. The Trust's independent accountants are
PricewaterhouseCoopers LLP. Pricewaterhouse Coopers LLP conducts an annual
audit of the Trust's financial statements, assists in the preparation of the
Trust's federal and state income tax returns and the Trust's filings with the
Securities and Exchange Commission, and consults with the Trust as to matters of
accounting and federal and state income taxation.

PORTFOLIO TRANSACTIONS

INVESTMENT DECISIONS. The purchase and sale of portfolio securities for
the Funds and for the other investment advisory clients of the Adviser are made
by the Adviser with a view to achieving each client's investment objective. For
example, a particular security may be purchased or sold on behalf of certain
clients of the Adviser even though it could also have been purchased or sold for
other clients at the same time.

Likewise, a particular security may be purchased on behalf of one or more
clients when the Adviser is selling the same security on behalf of one or more
other clients. In some instances, therefore, the Adviser, acting for one client
may sell indirectly a particular security to another client. It also happens
that two or more clients may simultaneously buy or sell the same security, in
which event purchases or sales are effected PRO RATA on the basis of cash
available or other equitable basis so as to avoid any one account's being
preferred over any other account.

BROKERAGE AND RESEARCH SERVICES. Transactions on stock exchanges and
other agency transactions involve the payment of negotiated brokerage
commissions. Such commissions vary among different brokers. There is generally
no stated commission in the case of securities traded in the over-the-counter
markets, but the price paid for such securities usually includes an undisclosed
dealer commission or mark up. In placing orders for the portfolio transactions
of a Fund, the Adviser 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 determination of what
may constitute best price and execution by a broker-dealer in effecting a
securities transaction involves a number of considerations, including, without
limitation, the overall net economic result 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 the financial strength and
stability of the broker. Because of such factors, a broker-dealer effecting a
transaction may be paid a commission higher than that charged by another
broker-dealer. Most of the foregoing are judgmental considerations.

Over-the-counter transactions often involve dealers acting for their own
account. It is the Adviser's policy to place over-the-counter market orders for
a Fund with primary market makers unless better prices or executions are
available elsewhere.

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<PAGE>

Although the Adviser does not consider the receipt of research services
as a factor in selecting brokers to effect portfolio transactions for a Fund,
the Adviser will receive such services from brokers who are expected to handle a
substantial amount of a Fund's portfolio transactions. Research services may
include a wide variety of analyses, reviews and reports on such matters as
economic and political developments, industries, companies, securities and
portfolio strategy. The Adviser uses such research in servicing other clients as
well as the Trust.

As permitted by Section 28(e) of the Securities Exchange Act of 1934, as
amended, and subject to such policies as the Trustees of the Trust may
determine, the Adviser may pay an unaffiliated broker or dealer that provides
"brokerage and research services" (as defined in the Act) to the Adviser an
amount of commission for effecting a portfolio investment transaction in excess
of the amount of commission another broker or dealer would have charged for
effecting that transaction.

The Funds may pay brokerage commissions to Donaldson Lufkin and
Jenrette and Nomura International, each of which may be deemed to be an
"affiliate of an affiliate" of the Trust. Securities and Exchange Commission
rules require that commissions paid to an affiliate of an affiliate by the Fund
for portfolio transactions not exceed "usual and customary" brokerage
commissions. The rules define "usual and customary" commissions to include
amounts which are "reasonable and fair compared to the commission, fee or other
remuneration received or to be received by other brokers in connection with
comparable transactions involving similar securities being purchased or sold on
a securities exchange during a comparable period of time." The Trustees,
including those who are not "interested persons" of the Trust, have adopted
procedures for evaluating the reasonableness of commissions paid to such
affiliates and will review these procedures periodically.

TOTAL RETURN CALCULATIONS

Each Fund computes its average annual total return separately for its
share classes by determining the average annual compounded rates of return
during specified periods that would equate the initial amount invested in a
particular share class to the ending redeemable value of such investment in such
class, according to the following formula:

n
P(1 + T) = ERV

Where:

T = Average annual total return
ERV = Ending redeemable value of a hypothetical $1,000
investment made at the beginning of a period at the end
of such period
P = A hypothetical initial investment of $1,000
n = Number of years

Each Fund computes its cumulative total return separately for its share
classes by determining the cumulative rates of return during specified periods
that would equate the initial amount invested in a particular share class to the
ending redeemable value of such investment in such class, according to the
following formula:

T = ERV-1,000
---------
1,000

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<PAGE>

Where:

T = Cumulative rate of return

ERV = Ending redeemable value of a hypothetical $1,000
investment made at the beginning of a period at the end
of such period.

The calculations of average annual total return and cumulative total
return assume that any dividends and distributions are reinvested immediately,
rather than paid to the investor in cash. The ending redeemable value (variable
"ERV" in each formula) is determined by assuming complete redemption of the
hypothetical investment and the deduction of all nonrecurring charges at the end
of the period covered by the computations.

Unlike bank deposits or other investments that pay a fixed yield or
return for a stated period of time, the return for each Fund will fluctuate from
time to time and does not provide a basis for determining future returns.
Average annual total return and cumulative return are based on many factors,
including market conditions, the composition of a Fund's portfolio and a Fund's
operating expenses.

Average annual total returns are calculated separately for Investor
Shares and Institutional Shares. Investor Shares and Institutional Shares are
subject to different fees and expenses and may have different performance for
the same period.

PERFORMANCE COMPARISONS. Investors may judge the performance of the Funds
by comparing them to the performance of other mutual fund portfolios with
comparable investment objectives and policies through various mutual fund or
market indices such as those prepared by Dow Jones & Co., Inc. and Standard &
Poor's and to data prepared by Lipper, Inc., a widely recognized independent
service which monitors the performance of mutual funds. Comparisons may also be
made to indices or data published in MONEY MAGAZINE, FORBES, BARRON'S, THE WALL
STREET JOURNAL, MORNINGSTAR, INC., IBBOTSON ASSOCIATES, CDA/WIESENBERGER, THE
NEW YORK TIMES, BUSINESS WEEK, U.S.A. TODAY, INSTITUTIONAL INVESTOR and other
periodicals. In addition to performance information, general information about
the Funds that appears in a publication such as those mentioned above may be
included in advertisements, sales literature and reports to shareholders. The
Funds may also include in advertisements and reports to shareholders information
discussing the performance of the Adviser in comparison to other investment
advisers and to other institutions.

From time to time, the Trust may include the following types of
information in advertisements, supplemental sales literature and reports to
shareholders: (1) discussions of general economic or financial principles (such
as the effects of inflation, the power of compounding and the benefits of dollar
cost averaging); (2) discussions of general economic trends; (3) presentations
of statistical data to supplement such discussions; (4) descriptions of past or
anticipated portfolio holdings for the Funds; (5) descriptions of investment
strategies for the Funds; (6) descriptions or comparisons of various investment
products, which may or may not include the Funds; (7) comparisons of investment
products (including the Funds) with relevant market or industry indices or other
appropriate benchmarks; (8) discussions of fund rankings or ratings by
recognized rating organizations; and (9) testimonials describing the experience
of persons that have invested in a Fund. The Trust may also include
calculations, such as hypothetical compounding examples, which describe

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hypothetical investment results in such communications. Such performance
examples will be based on an express set of assumptions and are not indicative
of the performance of a Fund.

DESCRIPTION OF THE TRUST AND OWNERSHIP OF SHARES

The Trust is a diversified open-end series investment company organized
as a Massachusetts business trust. A copy of the Agreement and Declaration of
Trust of the Trust, as amended (the "Declaration of Trust"), is on file with the
Secretary of The Commonwealth of Massachusetts. The fiscal year of the Trust
ends on March 31. The Trust changed its name to "Barr Rosenberg Series Trust"
from "Rosenberg Series Trust" on August 5, 1996.

Interests in the Trust's portfolios are currently represented by
shares of nine series, the AXA Rosenberg Enhanced 500 Fund, the AXA Rosenberg
International Equity Fund, the AXA Rosenberg Global Market Neutral Fund, the
Barr Rosenberg Market Neutral Fund, the Barr Rosenberg Double Alpha Market
Fund, the Barr Rosenberg Select Sectors Market Neutral Fund, the U.S. Small
Capitalization Series, the International Small Capitalization Series and the
Japan Series, issued pursuant to the Declaration of Trust. The rights of
shareholders and powers of the Trustees of the Trust with respect to such
shares are described in the Prospectus.

Each series of the Trust is further divided into multiple classes of
shares. Each of the AXA Rosenberg Enhanced 500 Fund and the AXA Rosenberg
International Equity Fund is divided into two classes of shares: Institutional
Shares and Investor Shares. The U.S. Small Capitalization Series is divided into
three classes of shares: Institutional Shares, Adviser Shares and Select Shares.
Each of the International Small Capitalization Series and the Japan Series is
divided into two classes of shares: Institutional Shares and Select Shares.
Each of the Barr Rosenberg Market Neutral Fund, the Barr Rosenberg Double Alpha
Market Fund and the Barr Rosenberg Select Sectors Market Neutral Fund is divided
into two classes of shares: Institutional Shares and Investor Shares.

Each class of shares of each Fund represents interests in the assets
of the Fund and has identical dividend, liquidation and other rights and the
same terms and conditions except that expenses, if any, related to the
distribution and shareholder servicing of a particular class are borne solely by
such class and each class may, at the discretion of the Trustees of the Trust,
also pay a different share of other expenses, not including advisory or
custodial fees or other expenses related to the management of the Trust's
assets, if these expenses are actually incurred in a different amount by that
class, or if the class receives services of a different kind or to a different
degree than the other classes. All other expenses are allocated to each class on
the basis of the net asset value of that class in relation to the net asset
value of the particular Fund.

The Declaration of Trust provides for the perpetual existence of the
Trust. The Trust may, however, be terminated at any time by vote of at least
two-thirds of the outstanding shares of each series of the Trust.

VOTING RIGHTS. Shareholders are entitled to one vote for each full share
held (with fractional votes for fractional shares held) and will vote (to the
extent provided herein) in the election of Trustees and the termination of the
Trust and on other matters submitted to the vote of shareholders. Shareholders
will vote by individual series on all matters except (i) when required by the
1940 Act, shares shall be voted in the aggregate and not by individual series,
and (ii) when the Trustees have determined that the matter affects only the
interests of one or more series, then only shareholders of such series shall be
entitled to vote thereon. Shareholders of one series shall not be entitled to
vote on matters exclusively affecting another series, such matters including,
without limitation, the adoption of or change in any fundamental policies or
restrictions of the other series and the approval of the investment advisory
contracts of the other series.

Each class of shares of each Fund has identical voting rights except that

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each class has exclusive voting rights on any matter submitted to shareholders
that relates solely to that class, and has separate voting rights on any matter
submitted to shareholders in which the interests of one class differ from the
interests of any other class. Each class of shares has exclusive voting rights
with respect to matters pertaining to any distribution and shareholder service
plan applicable to that class. All classes of shares of a Fund will vote
together, except with respect to any distribution and shareholder service plan
applicable to a class or when a class vote is required as specified above or
otherwise by the 1940 Act.

There will normally be no meetings of shareholders for the purpose of
electing Trustees, except that in accordance with the 1940 Act (i) the Trust
will hold a shareholders' meeting for the election of Trustees at such time as
less than a majority of the Trustees holding office have been elected by
shareholders, and (ii) if, as a result of a vacancy in the Board of Trustees,
less than two-thirds of the Trustees holding office have been elected by the
shareholders, that vacancy may only be filled by a vote of the shareholders. In
addition, Trustees may be removed from office by a written consent signed by the
holders of two-thirds of the outstanding shares and filed with the Trust's
custodian or by a vote of the holders of two-thirds of the outstanding shares at
a meeting duly called for the purpose, which meeting shall be held upon the
written request of the holders of not less than 10% of the outstanding shares.
Upon written request by the holders of at least 1% of the outstanding shares
stating that such shareholders wish to communicate with the other shareholders
for the purpose of obtaining the signatures necessary to demand a meeting to
consider removal of a Trustee, the Trust has undertaken to provide a list of
shareholders or to disseminate appropriate materials (at the expense of the
requesting shareholders). Except as set forth above, the Trustees shall continue
to hold office and may appoint successor Trustees. Voting rights are not
cumulative.

No amendment may be made to the Declaration of Trust without the
affirmative vote of a majority of the outstanding shares of the Trust except (i)
to change the Trust's name or to cure technical problems in the Declaration of
Trust and (ii) to establish, designate or modify new and existing series,
sub-series or classes of shares of any series of Trust shares or other
provisions relating to Trust shares in response to applicable laws or
regulations.

SHAREHOLDER AND TRUSTEE LIABILITY. Under Massachusetts law, shareholders
could, under certain circumstances, be held personally liable for the
obligations of the Trust. However, the Declaration of Trust disclaims
shareholder liability for acts or obligations of the Trust and requires that
notice of such disclaimer be given in each agreement, obligation, or instrument
entered into or executed by the Trust or the Trustees. The Declaration of Trust
provides for indemnification out of all the property of the relevant series for
all loss and expense of any shareholder of that series held personally liable
for the obligations of the Trust. Thus, the risk of a shareholder incurring
financial loss on account of shareholder liability is considered remote since it
is limited to circumstances in which the disclaimer is inoperative and the
series of which he is or was a shareholder would be unable to meet its
obligations.

The Declaration of Trust further provides that the Trustees will not be
liable for errors of judgment or mistakes of fact or law. However, nothing in
the Declaration of Trust protects a Trustee against any liability to which the
Trustee would otherwise be subject by reason of willful misfeasance, bad faith,

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gross negligence, or reckless disregard of the duties involved in the conduct of
his office. The Declaration of Trust also provides for indemnification by the
Trust of the Trustees and the officers of the Trust against liabilities and
expenses reasonably incurred in connection with litigation in which they may be
involved because of their offices with the Trust, except if it is determined in
the manner specified in the Declaration of Trust that such Trustees are liable
to the Trust or its shareholders by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of his or her duties. In addition, the
Adviser has agreed to indemnify each Trustee who is not "an interested person"
of the Trust to the maximum extent permitted by the 1940 Act against any
liabilities arising by reason of such Trustee's status as a Trustee of the
Trust.

The officers and Trustees of the Trust, as a group, own less than 1% of
any class of outstanding shares of the Funds. The officers and Trustees of the
Trust, as a group, own more than 1% of the securities of certain classes of
outstanding shares of the Trust's other funds. For specific information in this
regard, see the prospectus and statement of additional information for the
Trust's U.S. Small Capitalization Series, International Small Capitalization
Series and Japan Series.

DETERMINATION OF NET ASSET VALUE

As indicated in the Prospectus, the net asset value of each Fund share is
determined on each day on which the New York Stock Exchange is open for trading.
The Trust expects that the days, other than weekend days, that the New York
Stock Exchange will not be open are New Year's Day, Martin Luther King's Day,
President's Day, Good Friday, Memorial Day, Independence Day (observed), Labor
Day, Thanksgiving Day and Christmas Day.

Portfolio securities listed on a securities exchange for which market
quotations are available are valued at the last quoted sale price on each
business day, or, if there is no such reported sale, at the most recent
quoted bid price. Price information on listed securities is generally taken
from the closing price on the exchange where the security is primarily
traded. Unlisted securities for which market quotations are readily available
are valued at the most recent quoted bid price, except that debt obligations
with sixty days or less remaining until maturity may be valued at their
amortized cost. Exchange-traded options on futures are valued at the
settlement price as determined by the appropriate clearing corporation.
Futures contracts are valued by comparing the gain or loss by reference to
the current settlement price as determined by the appropriate clearing
corporation. Other assets and securities for which no quotations are readily
available are valued at fair value as determined in good faith by the
Trustees of the Trust or by persons acting at their direction.

PURCHASE AND REDEMPTION OF SHARES

The procedures for purchasing shares of each of the Funds and for
determining the offering price of such shares are described in the Prospectus.
The Trust has elected to be governed by Rule 18f-1 under the 1940 Act pursuant
to which the Trust is obligated to redeem shares solely in cash for any
shareholder during any 90-day period up to the lesser of (i) $250,000 or (ii) 1%
of the total net asset value of the Trust at the beginning of such period. The
procedures for redeeming shares of each of the Funds are described in the
Prospectus.

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<PAGE>

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 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.

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