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EXHIBIT 23(N)
BARR ROSENBERG SERIES TRUST
FURTHER AMENDED AND RESTATED MULTI-CLASS PLAN
PURSUANT TO RULE 18F-3 UNDER THE INVESTMENT COMPANY ACT OF 1940
Effective Date (September 11, 2000)
WHEREAS, the Board of Trustees of Barr Rosenberg Series Trust (the "Trust")
have considered the following Further Amended and Restated Multi-Class Plan (the
"Plan") under which the Trust may offer multiple classes of shares of its now
existing and hereafter created series pursuant to Rule 18f-3 under the
Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, a majority of the Trustees of the Trust and a majority of the
Trustees who are not interested persons of the Trust ("Independent Trustees")
have found the Plan, as proposed, to be in the best interests of each class of
shares of the Trust individually and the Trust as a whole;
NOW, THEREFORE, the Trust hereby approves and adopts the following Plan
pursuant to Rule 18f-3 under the 1940 Act.
1. FEATURES OF THE CLASSES
Each now existing and hereafter created series (each a "Fund")1 of the
Trust is or may from time to time be authorized to issue from time to time its
shares of beneficial interest in six classes: Class A shares, Class B shares,
Class C shares, Institutional Class shares, Adviser Class shares and Investor
Class shares. Each class is subject to such investment minimums and other
conditions of eligibility as are set forth in the Trust's prospectus(es) as from
time to time in effect (together with the Trust's statement(s) of additional
information as from time to time in effect, the "Prospectus"). Each Fund may
offer such classes of shares to such classes of persons as are set forth in the
Prospectus.
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1 The current operational Funds of the Trust are the AXA Rosenberg U.S.
Small Capitalization Fund, the AXA Rosenberg International Small Capitalization
Fund, the AXA Rosenberg Japan Fund, the AXA Rosenberg Value Market Neutral Fund,
the AXA Rosenberg Double Alpha Market Fund, the AXA Rosenberg Select Sectors
Market Neutral Fund, the AXA Rosenberg Enhanced 500 Fund, the AXA Rosenberg
International Equity Fund, and the AXA Rosenberg Multi-Strategy Market Neutral
Fund. A new Fund, the AXA Rosenberg U.S. Discovery Fund, is scheduled to become
operational on or about December 1, 2000.
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Shares of each class of a Fund shall represent equal pro rata interests in
such Fund and, generally, shall have identical voting, dividend, liquidation,
and other rights, preferences, powers, restrictions, limitations, qualifications
and terms and conditions, except that: (a) each class shall have a different
designation; (b) each class shall bear any Class Expenses, as defined in Section
4 below; and (c) each class shall have separate voting rights on any matter
submitted to shareholders in which the interests of one class differ from the
interests of any other class, and shall have exclusive voting rights on any
matter submitted to shareholders that relates solely to that class.
In addition, Class A, Class B, Class C, Institutional Class, Adviser Class
and Investor Class shares shall have the features described in Sections 2, 3, 4
and 5 below. These features are subject to change, to the extent permitted by
law and by the Amended and Restated Agreement and Declaration of Trust and
By-laws of the Trust, by action of the Board of Trustees of the Trust.
2. SALES CHARGE STRUCTURE
(a) INITIAL SALES CHARGE. Class A shares of the Funds are offered at a
public offering price that is equal to their net asset value ("NAV") plus a
sales charge of up to 4.75% of the public offering price (which maximum may be
less for certain Funds, as described in the Prospectus). The sales charges on
Class A shares are subject to reduction or waiver as permitted by Rule 22d-1
under the 1940 Act, as described in the Prospectus. For example, as of the date
of this Plan, each Fund may waive the Class A sales charge for certain
categories of investors, including current or retired officers, trustees,
directors or employees of the Trust, and for current registered representatives
and other full-time employees of participating brokers.
Class B, Class C, Institutional Class, Adviser Class and Investor Class
shares of the Funds are offered at their NAV, without an initial sales charge.
(b) CONTINGENT DEFERRED SALES CHARGE. A contingent deferred sales charge (a
"CDSC") may be imposed on Class A, Class B or Class C shares under certain
circumstances. The Trust imposes a CDSC on redemptions of a particular class of
shares of a Fund if the investor redeems an amount which causes the current
value of the investor's account for the Fund to fall below the total dollar
amount of purchase payments subject to the CDSC, except that no CDSC is imposed
if the shares redeemed have been acquired through the reinvestment of dividends
or capital gains distributions or if the amount redeemed is derived from
increases in the value of the account above the amount of purchase payments
subject to a CDSC. In determining whether a CDSC is payable, it is assumed that
the purchase payment from which the redemption is made is the earliest purchase
payment from which a redemption or exchange has not already been effected. In
determining whether an amount is available for redemption of a certain class
without incurring a CDSC, the purchase payments made for all shares of that
class in the investor's account with the particular Fund are aggregated, and the
current value of all such shares is aggregated.
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Purchases of Class A shares of each Fund of $1 million or more that are
redeemed within one year of their purchase are subject to a CDSC of 1%, except
that the CDSC on Class A shares does not apply to an investor purchasing $1
million or more of a Fund's Class A shares if such investor is otherwise
eligible (I.E., without regard to the amount of the purchase) to purchase Class
A shares of such Fund without any sales charge. The conditions for such
eligibility, which may be revised from time to time, are set forth in the
Prospectus.
Class B shares that are redeemed within 5 years from purchase are subject
to a CDSC of up to 5% of the redemption amount to which the CDSC applies; such
percentage declines, eventually to 0%, the longer the shares are held, as
described in the Prospectus. As of the date of this Plan, purchases of Class B
shares are subject to a CDSC according to the following schedule:
<TABLE>
<CAPTION>
Years Since Purchase Percentage
Payment was Made CDSC
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<S> <C>
First............................. 5
Second............................ 4
Third............................. 3
Fourth............................ 2
Fifth............................. 1
Sixth............................. 0*
</TABLE>
* After the sixth year, Class B shares convert into Class A shares as
described below.
Class C shares are subject to a CDSC of 1% if redeemed within 1 year after
purchase.
As permitted by Rule 6c-10 under the 1940 Act and as described in the
Prospectus, the CDSC otherwise applicable to Class A, Class B and Class C shares
is subject to reduction or waiver in connection with particular classes of
transactions provided the conditions in Rule 22d-1 under the 1940 Act are
satisfied. As of the date of this Plan, examples of redemptions for which the
CDSC is not applicable include any partial or complete redemption following
death or disability of a shareholder from an account in which the deceased or
disabled is named, provided the redemption is requested within one year of the
death or initial determination of disability, which applies to all classes, and
any redemption resulting from a return of an excess contribution to a qualified
employer retirement plan or an IRA (with the exception of a Roth IRA), which
applies only to Class A and Class C shares.
Institutional Class, Adviser Class and Investor Class shares are not
subject to a CDSC.
(c) NO SALES CHARGE. Institutional Class shares are sold without any
initial or deferred sales charge and are not subject to any ongoing distribution
fees or service fees. Adviser Class shares are sold without any initial or
deferred sales charge, but are subject to a service fee at an annual rate with
respect to each fund equal to 0.25% of the Fund's average daily net assets
attributable to Adviser Class shares.
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3. SERVICE, DISTRIBUTION AND ADMINISTRATIVE FEES
(a) DISTRIBUTION AND SERVICE FEES. Class A, Class B and Class C shares each
pay Barr Rosenberg Funds Distributors, Inc. (the "Distributor") fees for
services rendered and expenses borne in connection with personal services
rendered to shareholders of the particular class and the maintenance of
shareholder accounts and/or in connection with the distribution of shares of the
relevant class ("Distribution and Shareholder Service Fees"). Class A shares of
each Fund pay a Distribution and Shareholder Service Fee of up to 0.50% per
annum of the average daily net assets of such Fund attributable to the
particular class, as described in the Prospectus. Class B and Class C shares of
each Fund pay a Distribution and Shareholder Service Fee of up to 1.00% per
annum of the average daily net assets of such Fund attributable to the
particular class, as described in the Prospectus. Class A, Class B and Class C
Distribution and Shareholder Service Fees are paid pursuant to separate plans
adopted for each class pursuant to Rule 12b-1 under the 1940 Act.
The Trust has not adopted a distribution and shareholder service plan with
respect to Institutional Class and Adviser Class shares of the Funds. However,
Institutional Class shares may be offered through certain brokers and financial
intermediaries ("service agents") that have established a shareholder servicing
relationship with the Trust on behalf of their customers. The Trust pays no
compensation to such entities. Service agents may impose additional or different
conditions on the purchase or redemption of Institutional Class shares of the
Funds and may charge transaction or account fees. Service agents are responsible
for transmitting to their customers a schedule of any such fees and conditions.
The Trust has adopted a distribution and shareholder service plan with
respect to the Investor Class shares of the Funds. The plan has been adopted in
accordance with the requirements of Rule 12b-1 and is administered accordingly.
Under the terms of each plan, the Trust is permitted to reimburse, out of the
Investor Class assets of each Fund, in an amount up to 0.25% on an annual basis
of the average daily net assets of that class, financial intermediaries that
provide services in connection with the distribution of Investor Class shares of
the Funds, as described in the Prospectus.
(b) ADMINISTRATIVE FEES. Each class of shares of each Fund pays BISYS Fund
Services (the "Administrator") fees for administrative services ("Administrative
Fees") pursuant to an Administration Agreement with the Trust. Under the
Administration Agreement, the Administrator provides or procures such services
as custody, transfer agency, accounting, legal and printing services. 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.
4. ALLOCATION OF INCOME AND EXPENSES
(a) Class A, Class B, Class C and Investor Class shares pay the expenses
associated with
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their different distribution and shareholder servicing arrangements. All classes
pay their respective Administrative Fees. Each class of shares may, at the
Trustees' discretion, also pay a different share of other expenses (together
with Distribution and Shareholder Service Fees and Administrative Fees, "Class
Expenses"), not including advisory 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 other classes.
(b) The gross income of each Fund generally shall be allocated to each
class on the basis of net assets. To the extent practicable, certain expenses
(other than Class Expenses as defined above, which shall be allocated more
specifically) shall be subtracted from the gross income on the basis of the net
assets of each class of each Fund. These expenses include:
(1) Expenses incurred by the Trust (including, but not limited to,
fees of Trustees, insurance and legal counsel) not attributable to a
particular Fund or to a particular class of shares of a Fund
("Corporate Level Expenses"); and
(2) Expenses incurred by a Fund not attributable to any particular
class of the Fund's shares (for example, advisory fees, custodial
fees, or other expenses relating to the management of the Fund's
assets) ("Fund Expenses").
Expenses of a Fund shall be apportioned to each class of shares depending
upon the nature of the expense item. Corporate Level Expenses and Fund Expenses
shall be allocated among the classes of shares based on their relative net asset
values in relation to the net asset value of the Trust. Approved Class Expenses
shall be allocated to the particular class to which they are attributable. In
addition, certain expenses may be allocated differently if their method of
imposition changes. Thus, if a Class Expense can no longer be attributed to a
class, it will be charged to a Fund for allocation among classes, as determined
by the Board of Trustees. Any additional Class Expenses not specifically
identified above which are subsequently identified and determined to be properly
allocated to one class of shares shall not be so allocated until approved by the
Board of Trustees of the Trust in light of the requirements of the 1940 Act and
the Internal Revenue Code of 1986, as amended (the "Code").
The Trust reserves the right to utilize any other appropriate method to
allocate income and expenses among the classes, including those specified in
Rule 18f-3(c)(1), provided that a majority of the Trustees and a majority of the
Independent Trustees determine that the method is fair to the shareholders of
each class and that the annualized rate of return of each class will generally
differ from that of the other classes only by the expense differentials among
the classes.
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5. EXCHANGE PRIVILEGES
Shareholders may exchange shares of one class of a Fund at net asset value,
without the imposition of any sales charge or CDSC, for shares of the same class
offered by another Fund of the Trust, PROVIDED THAT the exchange is made in
states where the securities being acquired are properly registered.
Institutional Class shares of a Fund may be exchanged for Investor Class shares
offered by any other Fund which offers such class of shares, or VICE VERSA,
provided that the Institutional Class or Investor Class shareholder, as the case
may be, meets the eligibility requirements of the class into which the
shareholder seeks to exchange.
With respect to Class A, Class B and Class C shares subject to a CDSC, if
less than all of an investment is exchanged out of a Fund, any portion of the
investment attributable to capital appreciation and/or reinvested dividends or
capital gains distributions will be exchanged first, and thereafter any portions
exchanged will be from the earliest investment made in the Fund from which the
exchange was made.
6. CONVERSION FEATURES
Class B shares of each Fund automatically convert to Class A shares of the
same Fund after they have been held for 6 years, and thereafter are subject to
the lower fees charged to Class A shares. In this regard, if the Class A
shareholders approve any material increase in expenses allocated to that class
(including Distribution and Shareholder Service Fees) without the approval of
the Class B shareholders, the Trust will establish a new class of shares, into
which Class B shares would convert, on the same terms as those that applied to
Class A shares before such increase. There are currently no other conversion
features among the classes.
7. DIVIDENDS/DISTRIBUTIONS
Each Fund pays out as dividends substantially all of its net investment
income (which comes from dividends and interest it receives from its
investments) and net realized short-term capital gains as described in the
Prospectus.
All dividends and/or distributions will be paid in the form of additional
shares of the class of shares of the Fund to which the dividends and/or
distributions relate or, at the election of the shareholder, of another Fund at
net asset value of such Fund or series, unless the shareholder elects to receive
cash. Dividends paid by each Fund are calculated in the same manner and at the
same time with respect to each class.
8. WAIVER OR REIMBURSEMENT OF EXPENSES
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Expenses may be waived or reimbursed by AXA Rosenberg Investment Management
LLC, the Funds' principal underwriter, or other provider of services to the
Trust without the prior approval of the Trust's Trustees.
9. EFFECTIVENESS OF PLAN
This Plan shall not take effect until it has been approved by votes of a
majority of both (a) the Trustees of the Trust and (b) the Independent Trustees.
When this Plan takes effect, it shall supersede all previous plans of the Trust
adopted pursuant to Rule 18f-3 under the 1940 Act.
10. MATERIAL MODIFICATIONS
This Plan may not be amended to modify materially its terms unless such
amendment is approved in the manner provided for initial approval hereof in
section 9 above.
11. LIMITATION OF LIABILITY
The Trustees of the Trust and the shareholders of each Fund shall not be
liable for any obligations of the Trust or any Fund under this Plan, and the
Administrator or any other person, in asserting any rights or claims under this
Plan, shall look only to the assets and property of the Trust or such Funds in
settlement of such rights or claims, and not to any Trustee or shareholder.
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