<PAGE>
As filed with the Securities and Exchange Commission on May 1, 2000
Registration Nos. 33-21677,
811-5547
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / X /
----
Pre-Effective Amendment No. / /
----
Post-Effective Amendment No. 31 / X /
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REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940 / X /
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Amendment No. 34 / X /
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BARR ROSENBERG SERIES TRUST
(Exact Name of Registrant as Specified in Charter)
c/o AXA Rosenberg Investment Management LLC, Four Orinda Way, Building E,
Orinda, CA 94563
(Address of Principal Executive Offices) (Zip code)
925-254-6464
(Registrant's Telephone Number, including Area Code)
Name and address
of agent for service: Copies to:
--------------------- ----------
Kenneth Reid J.B. Kittredge, Esq.
AXA Rosenberg Investment Ropes & Gray
Management LLC One International Place
Four Orinda Way Boston, MA 02110-2624
Building E
Orinda, CA 94563
Approximate Date of Proposed Public Offering: Continuous.
It is proposed that this filing will become effective (check appropriate box):
-1-
<PAGE>
/ X / Immediately upon filing pursuant to paragraph (b) / / On (date)
pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a)(1) / / On (date)
pursuant to paragraph (a)(1)
/ / 75 days after filing pursuant to (a)(2) / / On (date)
pursuant to paragraph (a)(2) of Rule 485.
If appropriate, check the following box:
/ / This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
NOTE: THIS AMENDMENT RELATES SOLELY TO SHARES OF BENEFICIAL INTEREST IN THE
AXA ROSENBERG ENHANCED 500 FUND, AXA ROSENBERG INTERNATIONAL EQUITY FUND AND
AXA ROSENBERG GLOBAL MARKET NEUTRAL FUND. INFORMATION CONTAINED IN THE
TRUST'S REGISTRATION STATEMENT RELATING TO THE OTHER SERIES OF THE TRUST IS
NEITHER AMENDED NOR SUPERSEDED HEREBY.
-2-
<PAGE>
BARR ROSENBERG SERIES TRUST
AXA ROSENBERG ENHANCED 500 FUND
AXA ROSENBERG INTERNATIONAL EQUITY FUND
AXA ROSENBERG GLOBAL MARKET NEUTRAL FUND
3435 STELZER ROAD
COLUMBUS, OHIO 43219
1-800-555-5737 (INSTITUTIONAL SHARES)
1-800-447-3332 (INVESTOR, CLASS A, CLASS B AND CLASS C 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, AXA Rosenberg
International Equity Fund and AXA Rosenberg Global Market Neutral 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 and Barr Rosenberg Select Sectors 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.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Risk/Return Summary......................................... 3
AXA Rosenberg Enhanced 500 Fund........................... 4
AXA Rosenberg International Equity Fund................... 5
AXA Rosenberg Global Market Neutral Fund.................. 7
Fees and Expenses........................................... 9
Investment Objectives and Principal Investment Strategies... 15
Principal Risks............................................. 16
Certain Additional Investment Techiniques and Related
Risks...................................................... 19
The Adviser's General Investment Philosophy................. 22
Management of the Trust..................................... 24
Multiple Classes............................................ 29
Purchasing Shares........................................... 31
IRA Accounts................................................ 33
Redemption of Shares........................................ 33
Exchanging Shares........................................... 35
How the Trust Prices Shares of the Funds.................... 36
Distributions............................................... 37
Taxes....................................................... 38
Other Information........................................... 39
</TABLE>
2
<PAGE>
RISK/RETURN SUMMARY
The following is a summary of certain key information about the AXA
Rosenberg Enhanced 500 Fund, AXA Rosenberg International Equity Fund and AXA
Rosenberg Global Market Neutral 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 15. 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.
3
<PAGE>
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.
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.
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.
4
<PAGE>
AXA ROSENBERG INTERNATIONAL EQUITY FUND
INVESTMENT OBJECTIVE
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.
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
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 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 currency blockage). 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 securities of some foreign companies may be less liquid and at times more
volatile than securities of comparable U.S. companies.
5
<PAGE>
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 either 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.
6
<PAGE>
AXA ROSENBERG GLOBAL MARKET NEUTRAL FUND
INVESTMENT OBJECTIVE
The Fund seeks to increase the value of your investment in rising markets
and in falling markets through strategies designed to maintain minimal net
exposure to general equity market risk. The Fund measures its return by a
comparison to the return on 3-Month U.S. Treasury Bills.
SUMMARY OF PRINCIPAL INVESTMENT STRATEGIES
The Fund seeks to achieve its investment objective by buying common stocks
from all capitalization ranges that the Adviser believes are undervalued and by
"selling short" such stocks that the Advisor believes are overvalued. The Fund
invests primarily in common stocks that are traded principally in the markets of
the United States, Japan and the United Kingdom. The Adviser's computerized
investment process is designed to maintain continually approximately equal
dollar amounts invested in long and short positions. When the Adviser believes
that a security is overvalued relative to other securities, it may sell the
security short by borrowing it from a third party and selling it at the then
current market price. When the Adviser believes that a security is undervalued
relative to other securities, it may purchase the security long and hold it for
as long as it deems appropriate under the circumstances.
By buying and selling short different stocks, the Fund attempts to limit the
effect on its performance of and the risk associated with general stock market
movements. Given this use of long and short positions, the Fund expects that its
shares will increase in value if the securities in its long portfolio outperform
the securities in its short portfolio. By contrast, the Fund expects that its
shares will decline in value if the securities in its short portfolio outperform
the securities in its long portfolio. The Fund's return is therefore designed to
be independent of general movements in global equity markets.
The Adviser uses proprietary, quantitative investment computer models to
determine which securities to buy, sell and sell short. 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
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. Although the Fund's investment strategy seeks to limit
the risk associated with investing in the equity market, the value of Fund
shares still 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. Any actively managed investment portfolio is subject to
the risk that the Adviser will make poor stock selections. Because the
investment adviser could make poor investment decisions about both
7
<PAGE>
the long and the short positions of the Fund, the Fund's potential losses exceed
those of conventional stock mutual funds that hold only long portfolios.
PORTFOLIO RISK. Although the Fund seeks to have approximately equal dollar
amounts invested in long and short positions, there is a risk that the Fund's
investment adviser will fail to construct a portfolio of long and short
positions that has limited exposure to general global stock market movements,
capitalization, or other risk factors.
RISK OF SHORT SALES. When the Adviser believes that a security is
overvalued relative to other securities in the Fund's long portfolio, it may
sell the security short by borrowing it from a third party and selling it at the
then current market price. The Fund is then obligated to buy the security on a
later date so it can return the security to the lender. Short sales therefore
involve the risk that the Fund will incur a loss by subsequently buying a
security at a higher price than the price at which the Fund previously sold the
security short. Moreover, because a Fund's loss on a short sale arises from
increases in the value of the security sold short, such loss, like the price of
the security sold short, is theoretically unlimited. By contrast, a Fund's loss
on a long position arises from decreases in the value of the security and
therefore is limited by the fact that a security's value cannot drop below zero.
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 currency blockage). 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 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, or, in the case of hedging positions, that the U.S.
Dollar will decline in value relative to the currency hedged. In either event,
the dollar value of these types of investments would be adversely affected.
SMALL AND MID-SIZE COMPANY RISK. The Fund is subject to additional risk
because it invests a portion of its assets in the stocks of companies with small
and mid-sized market capitalizations, which tend to be less liquid and more
volatile than stocks of companies with relatively large market capitalizations.
PERFORMANCE INFORMATION
The Fund does not have performance information for a full calendar year
because it has not yet commenced operations.
8
<PAGE>
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 A B C
- --------------- ------------- -------- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Maximum Sales Charge (Load)....................... None None 3.00% 5.00% 1.50%
Maximum Sales Charge (Load) Imposed on
Purchases....................................... None None 3.00%* None 0.75%
Maximum Deferred Sales Charge (Load).............. None None None 5.00%** 0.75%***
Maximum Sales Charge (Load) Imposed on Reinvested
Dividends....................................... None None None None None
Redemption Fee.................................... None None None None None
Exchange Fee...................................... None None None None None
</TABLE>
ANNUAL FUND OPERATING EXPENSES
(EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS):
<TABLE>
<CAPTION>
CLASS OF SHARES INSTITUTIONAL INVESTOR A B C
- --------------- ------------- -------- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Management Fees................................. 0.50% 0.50% 0.50% 0.50% 0.50%
Distribution and Shareholder Service (12b-1)
Fees.......................................... None 0.25% 0.50% 1.00% 1.00%
Other Expenses****.............................. 0.58% 0.73%***** 0.58% 0.58% 0.58%
Total Annual Fund Operating Expenses............ 1.08% 1.48% 1.58% 2.08% 2.08%
Fee Waiver and/or Expense Reimbursement******... 0.33% 0.33% 0.33% 0.33% 0.33%
Net Expenses.................................... 0.75% 1.15% 1.25% 1.75% 1.75%
</TABLE>
- ------------------------
* Class A Shares may be sold at net asset value without payment of any
sales charge to the following entities:
(a) Pension and profit sharing plans, pension funds and other
company-sponsored benefit plans; and
(b) "Wrap" accounts for the benefit of clients of broker-dealers,
financial institutions or financial planners, provided they have
entered an agreement with the Trust or the Distributor.
There is no initial sales charge on purchases of Class A Shares in the
amount of $1,000,000 or more, but you may pay a 1% contingent deferred
sales charge (CDSC) if you redeem your shares within one year.
** The CDSC for Class B Shares decreases by 1% annually to 1% in the fifth
year and 0% in the sixth year of ownership. Class B Shares convert to
Class A Shares approximately six years after purchase.
9
<PAGE>
*** The CDSC of 0.75% for Class C Shares applies to shares redeemed within
eighteen months of purchase.
**** "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.
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
A........................................................... $424 $753
B........................................................... $678 $920
C........................................................... $326 $690
</TABLE>
You would pay the following expenses on your Class B or C Shares if you did not
redeem your shares:
<TABLE>
<S> <C> <C>
B........................................................... $178 $620
C........................................................... $252 $690
</TABLE>
10
<PAGE>
AXA ROSENBERG INTERNATIONAL EQUITY FUND
SHAREHOLDER FEES
(PAID DIRECTLY FROM YOUR INVESTMENT):
<TABLE>
<CAPTION>
CLASS OF SHARES INSTITUTIONAL INVESTOR A B C
- --------------- ------------- -------- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Maximum Sales Charge (Load)....................... None None 4.75% 5.00% 2.00%
Maximum Sales Charge (Load) Imposed on
Purchases....................................... None None 4.75%* None 1.00%
Maximum Deferred Sales Charge (Load).............. None None None 5.00%** 1.00%***
Maximum Sales Charge (Load) Imposed on Reinvested
Dividends....................................... None None None None None
Redemption Fee.................................... None None None None None
Exchange Fee...................................... None None None None None
</TABLE>
ANNUAL FUND OPERATING EXPENSES
(EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS):
<TABLE>
<CAPTION>
CLASS OF SHARES INSTITUTIONAL INVESTOR A B C
- --------------- ------------- -------- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Management Fees................................... 0.85% 0.85% 0.85% 0.85% 0.85%
Distribution and Shareholder Service (12b-1)
Fees............................................ None 0.25% 0.50% 1.00% 1.00%
Other Expenses****................................ 1.70% 1.85%***** 1.70% 1.70% 1.70%
Total Annual Fund Operating Expenses.............. 2.55% 2.95% 3.05% 3.55% 3.55%
Fee Waiver and/or Expense Reimbursement******..... 1.20% 1.20% 1.20% 1.20% 1.20%
Net Expenses...................................... 1.35% 1.75% 1.85% 2.35% 2.35%
</TABLE>
- ------------------------
* Class A Shares may be sold at net asset value without payment of any
sales charge to the following entities:
(a) Pension and profit sharing plans, pension funds and other
company-sponsored benefit plans; and
(b) "Wrap" accounts for the benefit of clients of broker-dealers,
financial institutions or financial planners, provided they have
entered an agreement with the Trust or the Distributor.
There is no initial sales charge on purchases of Class A shares in the
amount of $1,000,000 or more, but you may pay a 1% contingent deferred
sales charge (CDSC) if you redeem your shares within one year.
** The CDSC for Class B Shares decreases by 1% annually to 1% in the fifth
year and 0% in the sixth year of ownership. Class B Shares convert to
Class A Shares approximately six years after purchase.
*** The CDSC of 1.00% for Class C Shares applies to shares redeemed within
eighteen months of purchase.
**** "Other Expenses" are based on estimated amounts for the current fiscal
year.
11
<PAGE>
***** 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.
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............................................... $137 $ 679
Investor.................................................... $178 $ 800
A........................................................... $654 $1,265
B........................................................... $738 $1,278
C........................................................... $435 $1,068
</TABLE>
You would pay the following expenses on your Class B or C Shares if you did not
redeem your shares:
<TABLE>
<S> <C> <C>
B........................................................... $238 $ 978
C........................................................... $336 $1,068
</TABLE>
12
<PAGE>
AXA ROSENBERG GLOBAL MARKET NEUTRAL FUND
SHAREHOLDER FEES
(PAID DIRECTLY FROM YOUR INVESTMENT):
<TABLE>
<CAPTION>
CLASS OF SHARES INSTITUTIONAL
- --------------- -------------
<S> <C>
Maximum Sales Charge (Load) Imposed on Purchases............ None
Maximum Deferred Sales Charge (Load)........................ None
Maximum Sales Charge (Load) Imposed on Reinvested
Dividends................................................. None
Redemption Fee.............................................. None
Exchange Fee................................................ None
</TABLE>
ANNUAL FUND OPERATING EXPENSES
(EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS):
<TABLE>
<CAPTION>
INSTITUTIONAL
-------------
<S> <C>
Management Fees............................................. 1.50%
Distribution and Shareholder Service (12b-1) Fees........... None
Other Expenses*.............................................
Dividend Expenses on Securities Sold Short.............. 1.00%
Remainder of Other Expenses............................. 0.75%
Total Other Expenses.................................... 1.75%
Total Annual Fund Operating Expenses........................ 3.25%
Fee Waiver and/or Expense Reimbursement**................... 0.25%
Net Expenses................................................ 3.00%
</TABLE>
- ------------------------
* "Other Expenses" are based on estimated amounts for the current fiscal
year.
** The Adviser has entered into a contractual undertaking to waive its
management fee and bear certain expenses (exclusive of nonrecurring account
fees, extraordinary expenses and dividends and interest paid on securities
sold short) 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.
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
13
<PAGE>
Operating Expenses shown above. Your actual costs may be higher or lower. Based
on these assumptions, your costs would be:
<TABLE>
<CAPTION>
CLASS 1 YEAR 3 YEARS
- ----- -------- --------
<S> <C> <C>
Institutional............................................... $303 $978
</TABLE>
14
<PAGE>
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.
The Fund will not normally invest in securities of United States issuers
traded on United States securities markets.
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AXA ROSENBERG GLOBAL MARKET NEUTRAL FUND
The Fund seeks to increase the value of your investment in rising markets
and in falling markets through strategies designed to maintain minimal net
exposure to general equity market risk by investing primarily in stocks from
across all capitalization ranges that are traded principally in the markets of
the United States, Japan and the United Kingdom. The Fund measures its return by
a comparison to the return on 3-Month U.S. Treasury Bills.
The Fund seeks to achieve its investment objective by buying common stocks
that the Adviser believes are undervalued and by "selling short" such stocks
that the Adviser believes are overvalued. The Adviser's computerized investment
process is designed to maintain continually approximately equal dollar amounts
invested in long and short positions.
The Fund uses fundamental and quantitative investment computer models to
determine which securities to buy, sell and sell short. 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.
By buying and selling short different stocks, the Fund attempts to limit the
effect on its performance of, and the risk associated with, general stock market
movements. Given this use of long and short positions, the Fund expects that its
shares will increase in value if the securities in its long portfolio outperform
the securities in its short portfolio. By contrast, the Fund expects that its
shares will decline in value if the securities in its short portfolio outperform
the securities in its long portfolio. The Fund's return is therefore designed to
be independent of general movements in global equity markets. The Fund may enter
into repurchase agreements.
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 AXA ROSENBERG
ENHANCED 500 INTERNATIONAL GLOBAL MARKET
FUND EQUITY FUND NEUTRAL FUND
------------- ------------- -------------
<S> <C> <C> <C>
Investment Risks...................................... X X X
Risks of Foreign Securities........................... X X
Small and Mid-Sized Company Risk...................... X
Currency Risk......................................... X X
Risks of Short Sales.................................. X
Portfolio Turnover.................................... X X X
Management Risk....................................... X 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
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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. Also, the AXA Rosenberg Global Market Neutral Fund is subject to the
risk that its long positions may decline in value at the same time that the
market value of securities sold short increases, thereby increasing the
magnitude of the loss that you may suffer on your investment as compared with
other stock mutual funds.
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.
SMALL AND MID-SIZE COMPANY RISK. The AXA Rosenberg Global Market Neutral
Fund is subject to additional risk because it invests a portion of its assets in
the stocks of companies with small and mid-sized market capitalizations, which
tend to be less liquid and more volatile than stocks of companies with
relatively large market capitalizations.
RISKS OF SHORT SALES. When the Adviser believes that a security is
overvalued, it may cause the AXA Rosenberg Global Market Neutral Fund to sell
the security short by borrowing it from a third party and selling it at the then
current market price. The Fund will incur a loss if the price of the borrowed
security increases between the time the Fund sells it short and the time the
Fund replaces it. The Fund may incur a gain if the price of the borrowed
security decreases during that period of time. The Fund cannot guarantee that it
will be able to replace a security at any particular time or at an acceptable
price.
While the Fund is short a security, it is always subject to the risk that
the security's lender will terminate the loan at a time when the Fund is unable
to borrow the same security from another lender. If this happens, the Fund must
buy the replacement share immediately at the stock's then market price or "buy
in" by paying the lender an amount equal to the cost of purchasing the security
to close out the short position. The Fund's gain on a short sale is limited to
the difference between the price at which it sold the borrowed security and the
price it paid to purchase the security to return to the lender. By contrast, its
potential loss on a short sale is unlimited because the loss increases as the
price of the security sold short increases, and this price may rise
indefinitely.
Short sales also involve other costs. The AXA Rosenberg Global Market
Neutral Fund must repay to the lender any dividends or interest that accrue
while it is holding a security sold short. To borrow the security, the Fund also
may be required to pay a premium. The Fund also will incur transaction costs in
effecting short sales. The amount of any ultimate gain for the Fund resulting
from a short sale will be decreased, and the amount of any ultimate loss will be
increased, by the amount of premiums, dividends, interest or expenses the Fund
may be required to pay in connection with a short sale.
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Until the Fund replaces a borrowed security, it will maintain daily a
segregated account with its Custodian containing cash, U.S. Government
securities, or other liquid securities. The amount deposited in the segregated
account plus any amount deposited as collateral with a broker or other custodian
will at least equal the current market value of the security sold short.
Depending on the arrangements made with such broker or custodian, the Fund might
not receive any payments (including interest) on collateral deposited with the
broker or custodian. The Fund will not make a short sale if after giving effect
to the sale the market value of all securities sold short would exceed 100% of
the value of such Fund's net assets.
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.
CURRENCY RISK. As a result of their investments in securities denominated
in, and/or receiving revenues in, foreign currencies, the AXA Rosenberg
International Equity Fund and the AXA Rosenberg Global Market Neutral Fund will
be subject to currency risk. This is the risk that those currencies will decline
in value relative to the U.S. Dollar, or, in the case of hedging positions, that
the U.S. Dollar will decline in value relative to the currency hedged. In either
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 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 or Funds.
The AXA Rosenberg Global Market Neutral Fund will lose money if the Adviser
fails to purchase, sell or sell short different stocks such that the securities
in the Fund's long portfolio outperform the securities in the Fund's short
portfolio. In addition, management risk is heightened for that Fund because the
Adviser could make poor stock selections for both the long and the short
portfolios. Also, the Adviser may fail to construct a portfolio for the
AXA Rosenberg Global Market Neutral Fund that has limited exposure to general
equity market risk or that has limited exposure to specific industries, specific
capitalization ranges and certain other risk factors.
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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 also 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
and the AXA Rosenberg Global Market Neutral Fund (collectively, the
"International Equity Portfolios") do 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 Portfolios reserve 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 Portfolios also reserve 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, a 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 such Fund intends to
purchase. If the Adviser anticipates a fall in the value of the yen relative to
the dollar, a 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 Portfolios change their present intention and decide 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 a Fund will be covered.
These practices, 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
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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 a 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 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
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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 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 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.
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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 short 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 (or engages in short sales in the case of AXA
the Rosenberg Global Market Neutral Fund) those stocks that are 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.
Conversely, the Adviser identifies and causes a Fund to sell (or sell short, in
the case of the AXA Rosenberg Global Market Neutral Fund) overvalued stocks.
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 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.
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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 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
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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 electronically
present the Adviser with their "interest" lists 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, the AXA Rosenberg
International Equity Fund and the AXA Rosenberg Global Market Neutral Fund will
pay the Adviser 0.50%, 0.85% and 1.50%, 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.
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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. Rosenberg, Dr. 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.
AXA ROSENBERG GLOBAL MARKET NEUTRAL 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 F. William Jump, Jr., C.F.A., the portfolio manager,
are responsible for the day-to-day management of the AXA Rosenberg Global Market
Neutral Fund's portfolio. Mr. Jump has had numerous responsibilities including
trading, applications programming, new product development and portfolio
engineering since he joined the Adviser's predecessor in 1990. He received a
B.A. from Swarthmore College in 1977 and an M.B.A. from The Wharton School,
University of Pennsylvania in 1983.
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
25
<PAGE>
Economics at the School of Business Administration at the University of
California, Berkeley. Concurrently, from 1968 until 1974, Dr. Rosenberg worked
as a consultant in applied decision theory in finance, banking and medicine. In
1975, he founded Barr Rosenberg Associates, a financial consulting firm (now
known as BARRA) where he was a managing partner, and later chief scientist,
until his departure in 1986. Dr. Rosenberg, the founder of the Berkeley Program
in Finance, has experience in the modeling of complex processes with substantial
elements of risk. 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.
26
<PAGE>
Alexander and Jeffery Bailey, Prentice-Hall, 2000) and INVESTMENTS (with
Gordon J. Alexander and Jeffery 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.
27
<PAGE>
DISTRIBUTOR
Investor Shares and Class A, B and C Shares of each Fund (other than the AXA
Rosenberg Global Market Neutral 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. 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, Class A
Shares, Class B Shares and Class C 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,
Class A Shares, Class B Shares and Class C Shares of the Trust, shares of each
such class are subject to an annual distribution and shareholder service fee
(each a "Distribution and Shareholder Service Fee") in accordance with a
Distribution and Shareholder Service Plan (each 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 Plans, the various classes of the
Funds will pay annual distribution and shareholder service fees up to the
following percentages:
<TABLE>
<CAPTION>
INSTITUTIONAL INVESTOR A B C
------------- -------- ----- ----- -----
<S> <C> <C> <C> <C> <C>
AXA Rosenberg
Enhanced 500 Fund.................................. None 0.25% 0.50% 1.00% 1.00%
AXA Rosenberg
International Equity Fund.......................... None 0.25% 0.50% 1.00% 1.00%
AXA Rosenberg
Global Market Neutral Fund......................... None n/a n/a n/a n/a
</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 relevant Shares, printing of prospectuses and reports for
other than existing Investor, Class A, Class B and Class C shareholders,
advertising, preparing, printing and distributing sales literature and
forwarding communications from the Trust to such shareholders. Each 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 Plans, 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.
28
<PAGE>
MULTIPLE CLASSES
As indicated previously, the Funds (except for the AXA Rosenberg Global
Market Neutral Fund) offer five classes of shares to investors, with eligibility
for purchase depending on the amount invested in a particular Fund. The five
classes of shares are Institutional Shares, Investor Shares, Class A Shares,
Class B Shares and Class C Shares. The following table sets forth basic
investment and fee Information for each class.
<TABLE>
<CAPTION>
ANNUAL DISTRIBUTION
AND SHAREHOLDER
MINIMUM FUND SUBSEQUENT SERVICE FEE OR ASSET
NAME OF CLASS INVESTMENT* INVESTMENTS* BASED SALES CHARGE
- ------------- ------------ ------------ --------------------
<S> <C> <C> <C>
Institutional........................................ $1 million $10,000 None
Investor............................................. $ 2,500 $ 500 0.25%
A.................................................... $ 1,000 $ 100 0.50%
B.................................................... $ 1,000 $ 100 1.00%
C.................................................... $ 1,000 $ 100 1.00%
</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."
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."
29
<PAGE>
CLASS A SHARES -- INITIAL SALES CHARGE ALTERNATIVE
You can purchase Class A shares at net asset value with an initial sales
charge as follows:
AXA ROSENBERG ENHANCED 500 FUND
<TABLE>
<CAPTION>
INITIAL SALES CHARGE
----------------------------------------------------
COMMISSION TO
AS % OF NET AS % OF DEALER AGENT AS %
AMOUNT PURCHASED AMOUNT INVESTED OFFERING PRICE OF OFFERING PRICE
- ---------------- --------------- -------------- -----------------
<S> <C> <C> <C>
Up to $100,000...................................... 3.09% 3.00% 2.700%
$100,000 up to $250,000............................. 2.30% 2.25% 2.025%
$250,000 up to $500,000............................. 1.52% 1.50% 1.350%
$500,000 up to $1,000,000........................... 1.00% 1.00% 0.900%
</TABLE>
AXA ROSENBERG INTERNATIONAL EQUITY FUND
<TABLE>
<CAPTION>
INITIAL SALES CHARGE
----------------------------------------------------
COMMISSION TO
AS % OF NET AS % OF DEALER AGENT AS %
AMOUNT PURCHASED AMOUNT INVESTED OFFERING PRICE OF OFFERING PRICE
- ---------------- --------------- -------------- -----------------
<S> <C> <C> <C>
Up to $100,000...................................... 4.99% 4.75% 4.275%
$100,000 up to $250,000............................. 3.90% 3.75% 3.375%
$250,000 up to $500,000............................. 2.83% 2.75% 2.475%
$500,000 up to $1,000,000........................... 2.30% 2.25% 2.025%
</TABLE>
You pay no initial sales charge on purchases of Class A Shares in the amount
of $1,000,000 or more, but may pay a 1.00% contingent deferred sales charge
("CDSC") if you redeem your shares within 1 year.
CLASS B SHARES -- DEFERRED SALES CHARGE ALTERNATIVE
You can purchase Class B Shares at net asset value without an initial sales
charge. A Fund will thus receive the full amount of your purchase. Your
investment, however, will be subject to a CDSC if you redeem shares within 5
years of purchase. The CDSC varies depending on the number of years you hold the
shares. The CDSC amounts are:
<TABLE>
<S> <C>
Years Since Purchase CDSC
First....................................................... 5.0%
Second...................................................... 4.0%
Third....................................................... 3.0%
Fourth...................................................... 2.0%
Fifth....................................................... 1.0%
Sixth....................................................... None
</TABLE>
If you exchange your shares for the Class B Shares of another Fund of the
Trust, the CDSC also will apply to those Class B Shares. The CDSC period begins
with the date of your original purchase, not the date of exchange for the other
Class B Shares.
30
<PAGE>
The Fund's Class B Shares automatically convert to Class A Shares 6 years
after the end of the month of your purchase. If you purchase shares by exchange
of Class B Shares of another Fund, the conversion period runs from the date of
your original purchase.
CLASS C SHARES -- ASSET-BASED SALES CHARGE ALTERNATIVE
<TABLE>
<CAPTION>
INITIAL SALES CHARGE
-------------------------------------------------------------------
AXA ROSENBERG AXA ROSENBERG
ENHANCED 500 FUND INTERNATIONAL EQUITY FUND
-------------------------------- --------------------------------
AS % OF NET AS % OF AS % OF NET AS % OF
AMOUNT PURCHASED AMOUNT INVESTED OFFERING PRICE AMOUNT INVESTED OFFERING PRICE
- ---------------- --------------- -------------- --------------- --------------
<S> <C> <C> <C> <C>
Up to $1,000,000......................... 0.76% 0.75% 1.01% 1.00%
</TABLE>
You pay no initial sales charge on Purchases of Class C Shares in the amount of
$1,000,000 or more. All investments will be subject to a CDSC if you redeem your
shares within 18 months. If you exchange your shares for Class C Shares of
another Fund of the Trust, the CDSC also will apply to those Class C Shares. The
18 month period for the CDSC begins with the date of your initial purchase, not
the date of the subsequent exchange. Class C Shares do not convert to any other
class of shares of the Fund.
<TABLE>
<S> <C>
FUND CDSC
- ------------------------------------------------------------ ----
AXA Rosenberg Enhanced 500 Fund............................. 0.75%
AXA Rosenberg International Equity Fund..................... 1.00%
</TABLE>
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.
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, of the wire date. Federal
funds purchases will be
31
<PAGE>
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 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.
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,
or otherwise; and (iii) the securities may be acquired under the Fund's
investment restrictions.
32
<PAGE>
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, Class A Shares,
Class B Shares or Class C 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, of 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, Class A Shares, Class B Shares and Class C 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.
33
<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, and 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.
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<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.
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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.
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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 and the AXA Rosenberg Global Market Neutral Fund may invest in securities
that are primarily listed on foreign exchanges that trade on weekends or other
days when the Funds do not price their shares, the net asset value of the shares
of those Funds 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. Specifically, 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 for long securities and the most recent quoted ask price for
securities sold short. 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 or the most recent quoted ask 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.
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Shareholders may make this election by marking the appropriate box on the
Account Application or by writing to the Administrator.
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 and the AXA Rosenberg Global Market Neutral
Fund intend 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 short
sales and 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, 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 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
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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
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.
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The Funds' statement of additional information ("SAI") dated February 16,
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 can review and copy the Annual and Semi-Annual Reports and the SAI at the
Public Reference Room of the Securities and Exchange Commission. You can get
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, by emailing the SEC
at the following address: [email protected].
At no charge 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, Class A, B and C 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 and
AXA Rosenberg Global Market Neutral 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
- - AXA Rosenberg Global Market Neutral Fund
PROSPECTUS
MAY 1, 2000
<PAGE>
BARR ROSENBERG SERIES TRUST
AXA ROSENBERG ENHANCED 500 FUND
AXA ROSENBERG INTERNATIONAL EQUITY FUND
AXA ROSENBERG GLOBAL MARKET NEUTRAL 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, the AXA Rosenberg International Equity Fund and
the AXA Rosenberg Global Market Neutral 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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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
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<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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INVESTMENT OBJECTIVES AND POLICIES
The investment objective and policies of each of the AXA Rosenberg
Enhanced 500 Fund, the AXA Rosenberg International Equity Fund and the AXA
Rosenberg Global Market Neutral 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 movement 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.
Secondly, 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
AND AXA ROSENBERG GLOBAL MARKET NEUTRAL FUND). The Funds do not currently intend
to hedge the foreign currency risk associated with investments in securities
denominated in foreign currencies. However, the Funds reserve the right to buy
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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 Funds also reserve 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 AND
AXA ROSENBERG GLOBAL MARKET NEUTRAL 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
AND AXA ROSENBERG GLOBAL MARKET NEUTRAL 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
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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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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 AND AXA ROSENBERG GLOBAL MARKET NEUTRAL FUND). A
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 AND AXA ROSENBERG GLOBAL MARKET NEUTRAL 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 a Fund
anticipates buying will be at the expiration or maturity of a currency forward
or futures contract. Accordingly, in cases where a 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 a 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 a Fund does not then invest in such
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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,
a 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 a 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 a 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.
SHORT SALES (AXA ROSENBERG GLOBAL MARKET NEUTRAL FUND). The Barr
Rosenberg Global Market Neutral Fund will seek to realize additional gains
through short sales. Short sales are transactions in which a Fund sells a
security it does not own, in anticipation of a decline in the value of that
security relative to the long positions held by the Fund. To complete such a
transaction, a Fund must borrow the security to make delivery to the buyer. The
Fund then is obligated to replace the security borrowed by purchasing it at the
market price at or prior to the time of replacement. The price at such time may
be more or less than the price at which the security was sold by the Fund. Until
the security is replaced, the Fund is required to repay the lender any dividends
or interest that accrue during the period of the loan. To borrow the security,
the Fund also may be required to pay a premium, which would increase the cost of
the security sold. The net proceeds of the short sale will be retained by the
broker (or by the Fund's custodian in a special custody account), to the extent
necessary to meet margin requirements, until the short position is closed out.
The Fund also will incur transaction costs in effecting short sales.
The Fund will incur a loss as a result of the short sale if the price of
the security increases between the date of the short sale and the date on which
the Fund replaces the borrowed security. The Fund may realize a gain if the
security declines in price between those dates. The amount of any gain will be
decreased, and the amount of any loss increased, by the amount of the premium,
dividends, interest or expenses a Fund may be required to pay in connection with
a short sale. There can be no assurance that the Fund will be able to close out
a short position at any particular time or at an acceptable price.
-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).
(c) Buy or sell oil, gas or other mineral leases, rights or royalty
contracts.
(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) Truste 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, the
AXA Rosenberg International Equity Fund and the AXA Rosenberg Global Market
Neutral 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, extraordinary expenses and
dividends and interest paid on securities sold short) 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, Class A Shares, Class B Shares and Class C 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 Distribution and Shareholder Service Plans (the "Plans")
described in the Prospectus, in connection with the distribution of Investor
Shares, Class A Shares, Class B Shares and Class C 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, Class A Shares, Class B Shares and Class C 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, Class A
-17-
<PAGE>
Shares, Class B Shares and Class C Shares 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.
Each of the Plans may be terminated with respect to Investor Shares,
Class A Shares, Class B Shares or Class C Shares 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 Plans
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 Plans that would materially increase the cost to Investor
Shares, Class A Shares, Class B Shares or Class C Shares requires approval by
holders of the relevant 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 Plans 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 Plans are 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 any Fund or
Investor Shares, Class A Shares, Class B Shares or Class C 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 or class and
will terminate automatically, without the payment of any penalty, in the event
of its assignment.
The Plans and the Distributor's Contract will continue in effect with
respect to each class of shares to which they relate 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 shares of a class, in the case of the Distributor's Contract) cast
in person at a meeting called for that purpose.
If the Plans or the Distributor's Contract are terminated (or not
renewed) with respect to one or more classes, they may continue in effect
with respect to any class of any Fund as to which they have not been
terminated (or have been renewed).
The Trustees of the Trust believe that each of the Plans will provide
benefits to the Trust. The Trustees believe that the Plans will result in
greater sales and/or fewer redemptions of Investor Shares, Class A Shares,
Class B Shares and Class C Shares, although it is impossible to know for
certain the level of sales and redemptions of Investor Shares, Class A
Shares, Class B Shares or Class C Shares that would occur in the absence of
the Plans 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 Plans are 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 Plans, 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 Funds' 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 the AXA Rosenberg Global Market
Neutral 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
Pricewaterhouse Coopers 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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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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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, Institutional Shares and Class A, B and C Shares. Investor Shares,
Institutional Shares and Class A, B and C 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, Barr Rosenberg Double Alpha Market Fund,
Barr Rosenberg Select Sectors Market Neutral Fund, U.S. Small Capitalization
Series, International Small Capitalization Series and 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 (except the AXA Rosenberg Global Market
Neutral Fund) is further divided into multiple classes of shares. As noted in
the Prospectus, the AXA Rosenberg Global Market Neutral Fund offers only
Institutional Shares. Each of the AXA Rosenberg Enhanced 500 Fund and the AXA
Rosenberg International Equity Fund is divided into five classes of shares:
Institutional Shares, Investor Shares, Class A Shares, Class B Shares and
Class C 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 for long securities and the most recent quoted ask price for
securities sold short. 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 for long securities and the most recent
quoted ask price for securities sold short, 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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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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PART C
OTHER INFORMATION --
THE AXA ROSENBERG ENHANCED 500 FUND,
THE AXA ROSENBERG INTERNATIONAL EQUITY FUND, AND
THE AXA ROSENBERG GLOBAL MARKET NEUTRAL FUND ONLY
ITEM 23. EXHIBITS.
(a) (1) Second Amended and Restated Agreement and Declaration of Trust of
the Registrant -- incorporated by reference to Post-Effective
Amendment No. 19 to the Registration Statement filed on July 29,
1998;
(2) Amendment No. 1 to Second Amended and Restated Agreement and
Declaration of Trust of the Registrant -- incorporated by
reference to Post-Effective Amendment No. 19 to the Registration
Statement filed on July 29, 1998;
(3) Amendment No. 2 to Second Amended and Restated Agreement and
Declaration of Trust of the Registrant -- incorporated by
reference to Post-Effective Amendment No. 24 to the Registration
Statement filed on May 28, 1999;
(b) By-Laws of the Registrant -- incorporated by reference to Post-Effective
Amendment No. 17 to the Registration Statement filed on December 9, 1997;
(c) Not applicable;
(d) (1) Management Contract between the Registrant on behalf of its AXA
Rosenberg Enhanced 500 Fund and AXA Rosenberg Investment
Management LLC - filed herewith;
(2) Management Contract between the Registrant on behalf of its AXA
Rosenberg International Equity Fund and AXA Rosenberg Investment
Management LLC -- filed herewith;
(3) Management Contract between the Registrant on behalf of its AXA
Rosenberg Global Market Neutral Fund and AXA Rosenberg Investment
Management LLC -- filed herewith;
(e) Amended and Restated Distributor's Contract between the Registrant and
Barr Rosenberg Funds Distributor, Inc. -- incorporated by reference to
Post-Effective Amendment No. 19 to the Registration Statement filed on
July 29, 1998;
(f) None;
(g) (1) Custody Agreement between the Registrant and Custodial Trust
Company -- incorporated by reference to Post-Effective Amendment
No. 19 to the Registration Statement filed on July 29, 1998;
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(2) Form of Custody Agreement between the Registrant on behalf of
its Small Capitalization Series (renamed U.S. Small Capitalization
Series) and State Street Bank and Trust Company -- incorporated
by reference to Pre-Effective Amendment No. 2 to the
Registration Statement filed on August 18, 1988;
(3) Form of Custody Agreement between the Registrant on behalf of
its Japan Series and State Street Bank and Trust Company --
incorporated by reference to Post-Effective Amendment No. 2 to
the Registration Statement filed on January 4, 1989;
(4) Form of Custody Agreement between the Registrant on behalf of
its AXA Rosenberg International Equity Fund and State Street Bank
and Trust Company -- filed herewith;
(5) Form of Special Custody Account Agreement among the Registrant
on behalf of its AXA Rosenberg International Equity Fund,
Custodial Trust Company and Bear, Stearns Securities Corp. --
filed herewith;
(6) Schedule of remuneration to Custody Agreement between the
Registrant and Custodial Trust Company -- incorporated by
reference to Post-Effective Amendment No. 18 to the Registration
Statement filed on May 29, 1998;
(h)
(1) Transfer Agency Agreement among the Registrant, BISYS Fund
Services, Inc. and BISYS Fund Services Ohio, Inc. --
incorporated by reference to Post-Effective Amendment No. 15 to
the Registration Statement filed on July 18, 1997;
(2) Amendment to Transfer Agency Agreement among the Registrant,
BISYS Fund Services, Inc. and BISYS Fund Services Ohio, Inc. --
filed herewith;
(3) Expense Limitation Agreement between AXA Rosenberg Investment
Management LLC and the Registrant on behalf of the Funds --
filed herewith;
(4) Fund Administration Agreement between the Registrant and BISYS
Fund Services Limited Partnership -- incorporated by reference
to Post-Effective Amendment No. 15 to the Registration
Statement filed on July 18, 1997;
(5) Amendment to Administration Agreement among the Registrant,
BISYS Fund Services, Inc. and BISYS Fund Services Ohio, Inc. --
filed herewith;
(6) Form of Second Amendment to Administration Agreement between
the Registrant and BISYS Fund Services Ohio, Inc. -- filed
herewith;
(7) Fund Accounting Agreement between the Registrant and BISYS Fund
Services, Inc -- incorporated by reference to Post-Effective
Amendment No. 15 to the Registration Statement filed on July
18, 1997;
(8) Amendment to Fund Accounting Agreement among the Registrant,
BISYS Fund Services, Inc and BISYS Fund Services Ohio, Inc. --
filed herewith;
(9) Second Amendment to Fund Accounting Agreement between the
Registrant and BISYS Fund Services Ohio, Inc. -- filed herewith;
(i) Opinion of Ropes & Gray - filed herewith;
(j) Consent of PricewaterhouseCoopers LLP -- filed herewith;
(k) None;
(l) Investment letter regarding initial capital -- incorporated by reference
to Post-Effective Amendment No. 19 to the Registration Statement filed on
July 29, 1998;
(m) (1) Amended and Restated Distribution and Shareholder Service Plan for
Investor shares -- incorporated by reference to Post-Effective
Amendment No. 24 filed on May 28,1999.;
(2) Distribution and Service Plan for Class A Shares -- filed
herewith;
(3) Distribution and Service Plan for Class B Shares -- filed
herewith;
(4) Distribution and Service Plan for Class C Shares -- filed
herewith;
(n) Further Amended and Restated Multi-Class Plan -- filed herewith;
(p) (1) Code of Ethics of the Registrant -- filed herewith;
(2) Code of Ethics of AXA Rosenberg Investment Management LLC,
investment adviser to the Funds -- filed herewith;
(3) Code of Ethics of BISYS Fund Services Ohio, Inc., principal
underwriter to the funds -- filed herewith;
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(q) (1) Power of Attorney of Po-Len Hew -- incorporated by reference to
Post-Effective Amendment No. 19 to the Registration Statement
filed on July 29, 1998
(2) Power of Attorney of Nils H. Hakansson -- incorporated by
reference to Post-Effective Amendment No. 19 to the Registration
Statement filed on July 29, 1998
(3) Power of Attorney of William F. Sharpe -- incorporated by
reference to Post-Effective Amendment No. 19 to the Registration
Statement filed on July 29, 1998
(4) Power of Attorney of Dwight M. Jaffee -- incorporated by reference
to Post-Effective Amendment No. 24 to the Registration Statement
filed on May 28, 1999.
ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.
The Board of Trustees of Registrant is substantially similar to the Board of
Trustees of other Funds advised by AXA Rosenberg Investment Management LLC. In
addition, the officers of these Funds are substantially identical. Nonetheless,
the Registrant takes the position that it is not under common control with these
other Funds since the power residing in the respective boards and officers
arises as the result of an official position with the respective Funds.
ITEM 25. INDEMNIFICATION.
(a) Indemnification
Article VIII of the Registrant's Second Amended and Restated Agreement
and Declaration of Trust reads as follows (referring to the Registrant as
the "Trust"):
ARTICLE VIII
Indemnification
SECTION 1. TRUSTEES, OFFICERS, ETC. The Trust shall indemnify each
of its Trustees and officers (including persons who serve at the Trust's
request as directors, officers or trustees of another organization in
which the Trust has any interest as a shareholder, creditor or otherwise)
(hereinafter referred to as a "Covered Person") against all liabilities
and expenses, including but not limited to amounts paid in satisfaction
of judgments, in compromise or as fines and penalties, and counsel fees
reasonably incurred by any Covered Person in connection with the defense
or disposition of any action, suit or other proceeding, whether civil or
criminal, before any court or administrative or legislative body, in
which such Covered Person may be or may have been involved as a party or
otherwise or with which such Covered Person may be or may have been
threatened, while in office or thereafter, by reason of being or having
been such a Covered Person except with respect to any matter as to which
such Covered person shall have been finally adjudicated in any such
action, suit or other proceeding to be liable to the Trust or
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its Shareholders by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of
such Covered Person's office. Expenses, including counsel fees so
incurred by any such Covered Person (but excluding amounts paid in
satisfaction of judgments, in compromise or as fines or penalties), shall
be paid from time to time by the Trust in advance of the final
disposition of any such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such Covered Person to repay amounts so
paid to the Trust if it is ultimately determined that indemnification of
such expenses is not authorized under this Article, provided, however,
that either (a) such Covered Person shall have provided appropriate
security for such undertaking, (b) the Trust shall be insured against
losses arising from any such advance payments or (c) either a majority of
the disinterested Trustees acting on the matter (provided that a majority
of the disinterested Trustees then in office act on the matter), or
independent legal counsel in a written opinion, shall have determined,
based upon a review of readily available facts (as opposed to a full
trial type inquiry) that there is reason to believe that such Covered
Person will be found entitled to indemnification under this Article.
SECTION 2. COMPROMISE PAYMENT. As to any matter disposed of
(whether by a compromise payment, pursuant to a consent decree or
otherwise) without an adjudication by a court, or by any other body
before which the proceeding was brought, that such Covered Person is
liable to the Trust or its Shareholders by reason of willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties involved
in the conduct of his or her office, indemnification shall be provided if
(a) approved, after notice that it involves such indemnification, by at
least a majority of the disinterested Trustees acting on the matter
(provided that a majority of the disinterested Trustees then in office
act on the matter) upon a determination, based upon a review of readily
available fact (as opposed to a full trial type inquiry) that such
Covered Person is not liable to the Trust or its Shareholders by reason
of willful misfeasance, bad faith,gross negligence or reckless disregard
of the duties involved in the conduct of his or her office, or (b) there
has been obtained an opinion in writing of independent legal counsel,
based upon a review of readily available facts (as opposed to a full
trial type inquiry) to the effect that such indemnification would not
protect such Person against any liability to the Trust to which he would
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of
his office. Any approval pursuant to this Section shall not prevent the
recovery from any Covered Person of any amount paid to such Covered
Person in accordance with this Section as indemnification if such Covered
Person is subsequently adjudicated by a court of competent jurisdiction
to have been liable to the Trust or its Shareholders by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of such Covered Person's office.
SECTION 3. INDEMNIFICATION NOT EXCLUSIVE. The right of
indemnification hereby provided shall not be exclusive of or affect any
other rights to which such Covered Person may be entitled. As used in
this Article VIII, the term "Covered Person" shall include such person's
heirs, executors and administrators and a "disinterested Trustee" is a
Trustee who is not an "interested person" of the Trust as defined in
Section 2(a)(19) of the Investment Company Act of 1940, as amended, (or
who has been
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exempted from being an "interested person" by any rule, regulation or
order of the Commission ) and against whom none of such actions, suits or
other proceedings or another action, suit or other proceeding on the same
or similar grounds is then or has been pending. Nothing contained in this
Article shall affect any rights to indemnification to which personnel of
the Trust, other than Trustees or officers, and other persons may be
entitled by contract or otherwise under law, nor the power of the Trust
to purchase and maintain liability insurance on behalf of any such
person; provided, however, that the Trust shall not purchase or maintain
any such liability insurance in contravention of applicable law,
including without limitation the 1940 Act.
SECTION 4. SHAREHOLDERS. In case any Shareholder or former
Shareholder shall be held to be personally liable solely by reason of his
or her being or having been a Shareholder and not because of his or her
acts or omissions or for some other reason, the Shareholder or former
Shareholder (or his or her heirs, executors, administrators or other
legal representatives or in the case of a corporation or other entity,
its corporate or other general successor) shall be entitled to be held
harmless from and indemnified against all loss and expense arising from
such liability, but only out of the assets of the particular series of
Shares of which he or she is or was a Shareholder."
(b) Insurance
The Trust maintains Professional Liability Insurance for each of its
directors and officers. The Trust's policy is carried by the American
International Specialty Lines Insurance Company and insures each director
and officer against professional liability for decisions made in
connection with the Trust, to the extent permitted by the 1940 Act, up to
a maximum of $3,000,000.
ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.
AXA Rosenberg Investment Management LLC (the "Adviser") was organized
as a limited liability company under the laws of the State of Delaware in
1998, and is registered as an investment adviser under the Investment
Advisers Act of 1940. The Adviser provides investment advisory services to a
substantial number of institutional investors, to 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 and the Barr Rosenberg Select Sectors Market Neutral
Fund (the other series of the Trust), and to the series of Barr Rosenberg
Variable Insurance Trust, an open-end management investment company.
Set forth below are the substantial business engagements during at least
the past two fiscal years of each director or officer of the Adviser:
Name and Position with Adviser Business and Other Connections
Barr M. Rosenberg General Partner, Rosenberg Alpha L.P.
Director of Research (formerly RBR Partners (limited
partner of Manager)), 12 El Sueno,
Orinda, California, December 1984 to
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present; Chairman of the Board,
Rosenberg Management Company S.A., 2
Place WinstonChurchill, L-1340
Luxembourg, April 1989 to present;
Chairman of the Board, Rosenberg U.S.
Japan Management Company S.A., 2 Place
Winston Churchill, L-1340 Luxembourg,
July 1989 to present. Chairman of the
Board, Rosenberg Global Management
Company, S.A., 2 Place Winston
Churchill, L-1340 Luxemburg, April 1990
to present; Director and Chairman of
the Board, Rosenberg Nomura Asset
Management Company, Ltd., Dai-Ichi
Edobashi Bldg., 1-11-1 Nihonbashi
Chuo-Ku, Tokyo 103, Japan; Chairman of
the Board and Director of Barr
Rosenberg Investment Management, Inc.,
4 Orinda Way, Orinda, California,
February 1990 to present. Chairman,
Barr Rosenberg European Management,
Ltd., 9A Devonshire Square, London EC2M
4LY, United Kingdom, March 1990 to
present. Chairman, AXA Rosenberg Group
LLC, January 1999 to present; Director,
Barr Rosenberg Research Center LLC,
January 1999 to present; Managing
General Partner and Chief Investment
Officer, Rosenberg Institutional Equity
Management, January 1985 to December
1998.
Kenneth Reid Director, Barr Rosenberg Investment
Chief Executive Officer Management, Inc., 4 Orinda Way,
Orinda, California, February 1990 to
present; General Partner and Director
of Research, Rosenberg Institutional
Equity Management, June 1986 to
December 1998.
William Ricks Director of Accounting Research,
Chief Investment Officer Portfolio Engineer and Research
Associate, Rosenberg Institutional
Equity Management, 1989 to 1998.
Cecelia Baron Marketing Director, Rosenberg
Marketing Director Institutional Equity Management, 1993
to 1998; Vice president and Manager of
Business Development, Fischer Francis
Trees & Watts, New York, 1985 to 1993.
ITEM 27. PRINCIPAL UNDERWRITERS:
(a) Barr Rosenberg Funds Distributor, Inc. (the "Distributor") is the
principal underwriter of the Trust's Investor Class, Select Class,
Adviser Class, Class A, Class B and Class C shares. The Distributor
does not act as principal underwriter, depositor or investment adviser
for any other investment company.
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(b) Information with respect to the Distributor's directors and officers is
as follows:
Name and Principal Positions and Offices Positions and Offices
Business Address with Underwriter with Registrant
------------------ --------------------- ---------------------
Irimga McKay President None
Lynn J. Mangum Director None
Kevin J. Dell Vice President, Secretary None
Olu T. Lawal Financial Officer None
Gregory A. Trichtinger Vice President None
The business address of all directors and officers of the Distributor is 90 Park
Avenue, New York, NY 10016.
(c) None
ITEM 28. LOCATION OF ACCOUNTS AND RECORDS.
All accounts, books and other documents required to be maintained by
Section 31(a) of the Investment Company Act of 1940, as amended, and the rules
thereunder will be maintained at the offices of:
1. Barr Rosenberg Series Trust
3435 Stelzer Road
Columbus, Ohio 43219
Rule 31a-1 (b)(1),(2),(3), (4), (5), (6), (7), (8), (9), (10), (11)
Rule 31a-2 (a)
2. AXA Rosenberg Investment Management LLC
Four Orinda Way
Building E
Orinda, CA 94563
Rule 31a-1 (f)
Rule 31a-2 (e)
3. Barr Rosenberg Funds Distributor, Inc.
90 Park Avenue
New York, NY 10016
Rule 31a-1 (d)
Rule 31a-2 (c)
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ITEM 29. MANAGEMENT SERVICES.
None.
ITEM 32. UNDERTAKINGS.
The Registrant undertakes to comply with the last three paragraphs of
Section 16(c) of the Investment Company Act of 1940 as though such provisions of
the Act were applicable to the Trust.
NOTICE
A copy of the Agreement and Declaration of Trust, as amended, of the
Registrant is on file with the Secretary of The Commonwealth of Massachusetts
and notice is hereby given that this instrument is executed on behalf of the
Registrant by an officer of the Registrant as an officer and not individually
and that the obligations of or arising out of this instrument are not binding
for any of the trustees or shareholders individually but are binding only upon
the assets and property of the Registrant.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for the effectiveness of this registration statement pursuant
to Rule 485(b) under the Securities Act of 1933 and has duly caused this
Post-Effective Amendment No. 31 to its Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Orinda,
and the State of California, on the 28th day of April, 2000.
BARR ROSENBERG SERIES TRUST
By: RICHARD L. SAALFELD
-------------------------
Richard L. Saalfeld
President
Pursuant to the requirements of the Securities Act of 1933, this Amendment to
its Registration Statement has been signed below by the following persons in the
capacities indicated and on the 28th day of April, 2000.
SIGNATURE TITLE DATE
--------- ----- ----
RICHARD L. SAALFELD President (Principal April 28, 2000
------------------- Executive Officer)
Richard L. Saalfeld
KENNETH REID Trustee April 28, 2000
------------
Kenneth Reid
Po-Len Hew* Treasurer (principal April 28, 2000
---------- financial and accounting
Po-Len Hew officer)
William F. Sharpe* Trustee April 28, 2000
-----------------
William F. Sharpe
Nils H. Hakansson* Trustee April 28, 2000
-----------------
Nils H. Hakansson
Dwight M. Jaffee* Trustee April 28, 2000
----------------
Dwight M. Jaffee
*By: KENNETH REID
------------
Kenneth Reid
Attorney-in-Fact
Date: April 28, 2000
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EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
23(d)(1) Management Contract between the Registrant, on behalf of its
AXA Rosenberg Enhanced 500 Fund, and AXA Rosenberg
Investment Management LLC;
23(d)(2) Management Contract between the Registrant, on behalf of its
AXA Rosenberg International Equity Fund, and AXA Rosenberg
Investment Management LLC;
23(d)(3) Management Contract between the Registrant, on behalf of its
AXA Rosenberg Global Market Neutral Fund, and AXA Rosenberg
Investment Management LLC;
23(g)(4) Form of Custody Agreement between the Registrant on
behalf of its AXA Rosenberg International Equity Fund and
State Street Bank and Trust Company;
23(g)(5) Form of Special Custody Account Agreement among the
Registrant on behalf of its AXA Rosenberg International
Equity Fund, Custodial Trust Company and Bear, Stearns
Securities Corp.;
23(h)(2) Amendment to Transfer Agency Agreement among the Registrant,
BISYS Fund Services, Inc. and BISYS Fund Services Ohio,
Inc.;
23(h)(3) Expense Limitation Agreement between AXA Rosenberg
Investment Management LLC and the Registrant, on behalf of
the Funds;
23(h)(5) Amendment to Administration Agreement among the Registrant,
BISYS Fund Services, Inc. and BISYS Fund Services Ohio,
Inc.;
23(h)(6) Form of Second Amendment to Administration Agreement between
the Registrant and BISYS Fund Services Ohio, Inc.;
23(h)(8) Amendment to Fund Accounting Agreement among the Registrant,
BISYS Fund Services, Inc and BISYS Fund Services Ohio, Inc.;
<PAGE>
23(h)(9) Second Amendment to Fund Accounting Agreement between the
Registrant and BISYS Fund Services Ohio, Inc.;
23(i) Opinion of Ropes & Gray;
23(j) Consent of PricewaterhouseCoopers LLP
23(m)(2) Distribution and Service Plan for Class A Shares;
23(m)(3) Distribution and Service Plan for Class B Shares;
23(m)(4) Distribution and Service Plan for Class C Shares;
23(n) Further Amended and Restated Multi-Class Plan;
23(p)(1) Code of Ethics of the Registrant;
23(p)(2) Code of Ethics of AXA Rosenberg Investment Management LLC,
investment adviser to the Funds;
23(p)(3) Code of Ethics of BISYS Fund Services Ohio, Inc., principal
underwriter to the Funds;
<PAGE>
EXHIBIT 23(d)(1)
MANAGEMENT CONTRACT
Management Contract executed as of February 28, 2000 between Barr
Rosenberg Series Trust, a Massachusetts business trust (the "Trust"), on
behalf of its AXA Rosenberg Enhanced 500 Fund (the "Fund"), and AXA Rosenberg
Investment Management LLC, a Delaware limited liability company (the
"Manager").
W I T N E S S E T H:
That in consideration of the mutual covenants herein contained, it is
agreed as follows:
1. SERVICES TO BE RENDERED BY THE MANAGER TO THE TRUST.
(a) Subject always to the control of the Trustees of the Trust and to such
policies as the Trustees may determine, the Manager will, at its expense, (i)
furnish continuously an investment program for the Fund and make investment
decisions on behalf of the Fund and place all orders for the purchase and sale
of its portfolio securities, (ii) furnish office space and equipment, provide
bookkeeping and clerical services (excluding determination of net asset value,
shareholder accounting services and fund accounting services for the Fund being
supplied by BISYS Fund Services Ohio, Inc. or its successors and permitted
assigns), and (iii) pay all salaries, fees and expenses of officers and Trustees
of the Trust who are affiliated with the Manager. In the performance of its
duties, the Manager will comply with the provisions of the Agreement and
Declaration of Trust and By-laws of the Trust, each as amended from time to
time, and the Fund's stated investment objective, policies and restrictions.
(b) In placing orders for the portfolio transactions of the Fund, the
Manager will seek the best price and execution available, except to the extent
it may be permitted to pay higher brokerage commissions for brokerage and
research services as described below. In using its best efforts to obtain for
the Fund the most favorable price and execution available, the Manager shall
consider all factors it deems relevant, including, without limitation, the
overall net economic 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, the availability of the broker to stand ready to execute possibly
difficult transactions in the future, and the financial strength and stability
of the broker. Subject to such policies as the Trustees may determine, the
Manager shall not be deemed to have acted unlawfully or to have breached any
duty created by this Contract or otherwise solely by reason of its having caused
the Fund to pay a broker or dealer that provides brokerage and research services
to the Manager an amount of commission for effecting a portfolio investment
transaction in excess of the amount of commission another
<PAGE>
broker or dealer would have charged for effecting that transaction, provided
that the Manager determines in good faith that such amount of commission was
reasonable in relation to the value of the brokerage and research services
provided by such broker or dealer, viewed in terms of either that particular
transaction or the Manager's overall responsibilities with respect to the Trust
and to other clients of the Manager as to which the Manager exercises investment
discretion.
(c) Other than as provided in Section 3, the Manager shall not be obligated
under this Contract to pay any expenses of or for the Trust or the Fund not
expressly assumed by the Manager pursuant to this Section 1 .
2. OTHER AGREEMENTS, ETC.
It is understood that any of the shareholders, Trustees, officers and
employees of the Trust may be a partner, shareholder, director, officer or
employee of, or be otherwise interested in, the Manager or any person
controlling, controlled by or under common control with the Manager, and that
the Manager and any person controlling, controlled by or under common control
with the Manager may have an interest in the Trust. It is also understood that
the Manager and persons controlling, controlled by or under common control with
the Manager have and may have advisory, management service, distribution or
other contracts with other organizations and persons, and may have other
interests and businesses.
3. COMPENSATION TO BE PAID BY THE TRUST TO THE MANAGER.
The Fund will pay to the Manager as compensation for the Manager's services
rendered, for the facilities furnished and for the expenses borne by the Manager
pursuant to Section 1, a fee, computed and paid quarterly at the annual rate of
0.50% of the Fund's average daily net asset value. Such average daily net asset
value of the Fund shall be determined by taking an average of all of the
determinations of such net asset value during such quarter at the close of
business on each business day during such quarter while this Contract is in
effect. Such fee shall be payable for each quarter within five (5) business days
after the end of such quarter.
In the event that expenses of the Fund (including investment advisory fees
but excluding taxes, portfolio brokerage commissions and any distribution
expenses paid by the Fund pursuant to a distribution plan or otherwise) for any
fiscal year should exceed the expense limitation on investment company expenses
imposed by any statute or regulatory authority of any jurisdiction in which
shares of the Fund are qualified for offer and sale, the compensation due the
Manager for such fiscal year shall be reduced by the amount of such excess by
reduction or refund thereof. In the event that the expenses of the Fund exceed
any expense limitation that the Manager may, by written notice to the Trust,
declare to be effective with respect to the Fund, subject to such terms and
conditions as the Manager may prescribe in such notice, the compensation due the
Manager shall be reduced, and, if necessary, the
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Manager shall bear the Fund's expenses to the extent required by such expense
limitation.
If the Manager shall serve for less than the whole of a month, the
foregoing compensation shall be prorated.
4. ASSIGNMENT TERMINATES THIS CONTRACT; AMENDMENTS OF THIS CONTRACT.
This Contract shall automatically terminate, without the payment of any
penalty, in the event of its assignment; and this Contract shall not be amended
unless such amendment is approved in such manner as may be required by the
Investment Company Act of 1940, as amended.
5. EFFECTIVE PERIOD AND TERMINATION OF THIS CONTRACT.
This Contract shall become effective upon its execution, and shall remain
in full force and effect continuously thereafter (unless terminated
automatically as set forth in Section 4) until terminated as follows:
(a) Either party hereto may at any time terminate this Contract by not
more than sixty days' written notice delivered or mailed by registered
mail, postage prepaid, to the other party, or
(b) If (i) the Trustees of the Trust by majority vote or the
shareholders by the affirmative vote of a majority of the outstanding
shares of the Fund, and (ii) a majority of the Trustees of the Trust who
are not interested persons of the Trust or the Manager, by vote cast in
person at a meeting called for the purpose of voting on such approval, do
not specifically approve at least annually the continuance of this
Contract, then this Contract shall automatically terminate at the close of
business on the first anniversary of its execution, or upon the expiration
of one year from the effective date of the last such continuance, whichever
is later; provided, however, that if the continuance of this Contract is
submitted to the shareholders of the Fund for their approval and such
shareholders fail to approve such continuance of this Contract as provided
herein, the Manager may continue to serve hereunder in a manner consistent
with the Investment Company Act of 1940 and the rules and regulations
thereunder.
Action by the Trust under paragraph (a) above may be taken either (i) by
vote of a majority of its Trustees, or (ii) by the affirmative vote of a
majority of the outstanding shares of the Fund.
Termination of this Contract pursuant to this Section 5 shall be without
the payment of any penalty.
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<PAGE>
6. CERTAIN DEFINITIONS.
For the purposes of this Contract, the "affirmative vote of a majority of
the outstanding shares" of the Fund means the affirmative vote, at a duly called
and held meeting of shareholders, (a) of the holders of 67% or more of the
shares of the Fund present (in person or by proxy) and entitled to vote at such
meeting, if the holders of more than 50% of the outstanding shares of the Fund
entitled to vote at such meeting are present in person or by proxy, or (b) of
the holders of more than 50% of the outstanding shares of the Fund entitled to
vote at such meeting.
For the purposes of this Contract, the terms "control", "interested person"
and "assignment" shall have their respective meanings defined in the Investment
Company Act of 1940 and the rules and regulations thereunder, subject, however,
to such exemptions as may be granted by the Securities and Exchange Commission
under said Act; and the phrase "specifically approve at least annually" shall be
construed in a manner consistent with the Investment Company Act of 1940 and the
rules and regulations thereunder.
7. NONLIABILITY OF MANAGER.
In the absence of willful misfeasance, bad faith or gross negligence on the
part of the Manager, or reckless disregard of its obligations and duties
hereunder, the Manager shall not be subject to any liability to the Trust, or to
any shareholder of the Trust, for any act or omission in the course of, or in
connection with, rendering services hereunder.
8. THE NAMES "ROSENBERG" AND "BARR ROSENBERG".
The Manager owns the right to use the names "Rosenberg" and "Barr
Rosenberg" in connection with investment-related services or products, and such
names may be used by the Trust only with the consent of the Manager. The Manager
consents to the use by the Trust of the name "Barr Rosenberg Series Trust" or
any other name embodying the name "Rosenberg" or "Barr Rosenberg", in such forms
as the Manager shall in writing approve, but only on the condition that and so
long as (i) this Contract shall remain in full force, and (ii) the Trust shall
fully perform, fulfill and comply with all provisions of this Contract expressed
herein to be performed, fulfilled or complied with by it. No such name shall be
used by the Trust at any time or in any place or for any purposes or under any
conditions except as in this section provided. The foregoing authorization by
the Manager to the Trust to use the names "Rosenberg" and/or "Barr Rosenberg" as
part of a business or name is not exclusive of the right of the Manager itself
to use, or to authorize others to use, said name; the Trust acknowledges and
agrees that as between the Manager and the Trust, the Manager has the exclusive
right to use, or to authorize others to use, said names; and the Trust agrees,
on behalf of the Fund, to take such action as may reasonably be requested by the
Manager to give full effect to the provisions of this section (including,
without limitation, consenting to such use of said names). Without limiting the
generality of the foregoing, the Trust agrees that,
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<PAGE>
upon any termination of this Contract by either party or upon the violation of
any of its provisions by the Trust, the Trust will, at the request of the
Manager made within six months after the Manager has knowledge of such
termination or violation, use its best efforts to change the name of the Trust
so as to eliminate all reference, if any, to the names "Rosenberg" and "Barr
Rosenberg" and will not thereafter transact any business in a name containing
the name "Rosenberg" or "Barr Rosenberg" in any form or combination whatsoever,
or designate itself as the same entity as or successor to an entity of such
name, or otherwise use the name "Rosenberg" or "Barr Rosenberg" or any other
reference to the Manager. Such covenants on the part of the Trust shall be
binding upon it, its trustees, officers, stockholders, creditors and all other
persons claiming under or through it.
9. LIMITATION OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS.
A copy of the Trust's Agreement and Declaration of Trust, as amended, is on
file with the Secretary of The Commonwealth of Massachusetts, and notice is
hereby given that this instrument is executed on behalf of the Trustees of the
Trust as Trustees and not individually and that the obligations of this
instrument are not binding upon any of the Trustees or shareholders individually
but are binding only upon the assets and property of the Fund.
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<PAGE>
IN WITNESS WHEREOF, Barr Rosenberg Series Trust, on behalf of its AXA
Rosenberg Enhanced 500 Fund, and Axa Rosenberg Investment Management LLC have
each caused this instrument to be signed in duplicate on its behalf by its
duly authorized representative, all as of the day and year first above
written.
BARR ROSENBERG SERIES TRUST, on behalf
of its AXA Rosenberg Enhanced 500 Fund
By: RICHARD L. SAALFELD
-----------------------------
Title: President
AXA ROSENBERG INVESTMENT
MANAGEMENT LLC
By: KENNETH REID
-----------------------------
Title: A duly authorized signatory
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EXHIBIT 23(d)(2)
MANAGEMENT CONTRACT
Management Contract executed as of February 28, 2000 between Barr Rosenberg
Series Trust, a Massachusetts business trust (the "Trust"), on behalf of its AXA
Rosenberg International Equity Fund (the "Fund"), and AXA Rosenberg Investment
Management LLC, a Delaware limited liability company (the "Manager").
W I T N E S S E T H:
That in consideration of the mutual covenants herein contained, it is
agreed as follows:
1. SERVICES TO BE RENDERED BY THE MANAGER TO THE TRUST.
(a) Subject always to the control of the Trustees of the Trust and to such
policies as the Trustees may determine, the Manager will, at its expense, (i)
furnish continuously an investment program for the Fund and make investment
decisions on behalf of the Fund and place all orders for the purchase and sale
of its portfolio securities, (ii) furnish office space and equipment, provide
bookkeeping and clerical services (excluding determination of net asset value,
shareholder accounting services and fund accounting services for the Fund being
supplied by BISYS Fund Services Ohio, Inc. or its successors and permitted
assigns), and (iii) pay all salaries, fees and expenses of officers and Trustees
of the Trust who are affiliated with the Manager. In the performance of its
duties, the Manager will comply with the provisions of the Agreement and
Declaration of Trust and By-laws of the Trust, each as amended from time to
time, and the Fund's stated investment objective, policies and restrictions.
(b) In placing orders for the portfolio transactions of the Fund, the
Manager will seek the best price and execution available, except to the extent
it may be permitted to pay higher brokerage commissions for brokerage and
research services as described below. In using its best efforts to obtain for
the Fund the most favorable price and execution available, the Manager shall
consider all factors it deems relevant, including, without limitation, the
overall net economic 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, the availability of the broker to stand ready to execute possibly
difficult transactions in the future, and the financial strength and stability
of the broker. Subject to such policies as the Trustees may determine, the
Manager shall not be deemed to have acted unlawfully or to have breached any
duty created by this Contract or otherwise solely by reason of its having caused
the Fund to pay a broker or dealer that provides brokerage and research services
to the Manager an amount of commission for effecting a portfolio investment
transaction in excess of the amount of commission another broker or dealer would
have charged for effecting that transaction, provided that the Manager
<PAGE>
determines in good faith that such amount of commission was reasonable in
relation to the value of the brokerage and research services provided by such
broker or dealer, viewed in terms of either that particular transaction or the
Manager's overall responsibilities with respect to the Trust and to other
clients of the Manager as to which the Manager exercises investment discretion.
(c) Other than as provided in Section 3, the Manager shall not be obligated
under this Contract to pay any expenses of or for the Trust or the Fund not
expressly assumed by the Manager pursuant to this Section 1 .
2. OTHER AGREEMENTS, ETC.
It is understood that any of the shareholders, Trustees, officers and
employees of the Trust may be a partner, shareholder, director, officer or
employee of, or be otherwise interested in, the Manager or any person
controlling, controlled by or under common control with the Manager, and that
the Manager and any person controlling, controlled by or under common control
with the Manager may have an interest in the Trust. It is also understood that
the Manager and persons controlling, controlled by or under common control with
the Manager have and may have advisory, management service, distribution or
other contracts with other organizations and persons, and may have other
interests and businesses.
3. COMPENSATION TO BE PAID BY THE TRUST TO THE MANAGER.
The Fund will pay to the Manager as compensation for the Manager's services
rendered, for the facilities furnished and for the expenses borne by the Manager
pursuant to Section 1, a fee, computed and paid quarterly at the annual rate of
0.85% of the Fund's average daily net asset value. Such average daily net asset
value of the Fund shall be determined by taking an average of all of the
determinations of such net asset value during such quarter at the close of
business on each business day during such quarter while this Contract is in
effect. Such fee shall be payable for each quarter within five (5) business days
after the end of such quarter.
In the event that expenses of the Fund (including investment advisory fees
but excluding taxes, portfolio brokerage commissions and any distribution
expenses paid by the Fund pursuant to a distribution plan or otherwise) for any
fiscal year should exceed the expense limitation on investment company expenses
imposed by any statute or regulatory authority of any jurisdiction in which
shares of the Fund are qualified for offer and sale, the compensation due the
Manager for such fiscal year shall be reduced by the amount of such excess by
reduction or refund thereof. In the event that the expenses of the Fund exceed
any expense limitation that the Manager may, by written notice to the Trust,
declare to be effective with respect to the Fund, subject to such terms and
conditions as the Manager may prescribe in such notice, the compensation due the
Manager shall be reduced, and, if necessary, the Manager shall bear the Fund's
expenses to the extent required by such expense limitation.
-2-
<PAGE>
If the Manager shall serve for less than the whole of a month, the foregoing
compensation shall be prorated.
4. ASSIGNMENT TERMINATES THIS CONTRACT; AMENDMENTS OF THIS CONTRACT.
This Contract shall automatically terminate, without the payment of any
penalty, in the event of its assignment; and this Contract shall not be amended
unless such amendment is approved in such manner as may be required by the
Investment Company Act of 1940, as amended.
5. EFFECTIVE PERIOD AND TERMINATION OF THIS CONTRACT.
This Contract shall become effective upon its execution, and shall remain
in full force and effect continuously thereafter (unless terminated
automatically as set forth in Section 4) until terminated as follows:
(a) Either party hereto may at any time terminate this Contract by not
more than sixty days' written notice delivered or mailed by registered
mail, postage prepaid, to the other party, or
(b) If (i) the Trustees of the Trust by majority vote or the
shareholders by the affirmative vote of a majority of the outstanding
shares of the Fund, and (ii) a majority of the Trustees of the Trust who
are not interested persons of the Trust or the Manager, by vote cast in
person at a meeting called for the purpose of voting on such approval, do
not specifically approve at least annually the continuance of this
Contract, then this Contract shall automatically terminate at the close of
business on the first anniversary of its execution, or upon the expiration
of one year from the effective date of the last such continuance, whichever
is later; provided, however, that if the continuance of this Contract is
submitted to the shareholders of the Fund for their approval and such
shareholders fail to approve such continuance of this Contract as provided
herein, the Manager may continue to serve hereunder in a manner consistent
with the Investment Company Act of 1940 and the rules and regulations
thereunder.
Action by the Trust under paragraph (a) above may be taken either (i) by
vote of a majority of its Trustees, or (ii) by the affirmative vote of a
majority of the outstanding shares of the Fund.
Termination of this Contract pursuant to this Section 5 shall be without
the payment of any penalty.
-3-
<PAGE>
6. CERTAIN DEFINITIONS.
For the purposes of this Contract, the "affirmative vote of a majority of
the outstanding shares" of the Fund means the affirmative vote, at a duly called
and held meeting of shareholders, (a) of the holders of 67% or more of the
shares of the Fund present (in person or by proxy) and entitled to vote at such
meeting, if the holders of more than 50% of the outstanding shares of the Fund
entitled to vote at such meeting are present in person or by proxy, or (b) of
the holders of more than 50% of the outstanding shares of the Fund entitled to
vote at such meeting.
For the purposes of this Contract, the terms "control", "interested person"
and "assignment" shall have their respective meanings defined in the Investment
Company Act of 1940 and the rules and regulations thereunder, subject, however,
to such exemptions as may be granted by the Securities and Exchange Commission
under said Act; and the phrase "specifically approve at least annually" shall be
construed in a manner consistent with the Investment Company Act of 1940 and the
rules and regulations thereunder.
7. NONLIABILITY OF MANAGER.
In the absence of willful misfeasance, bad faith or gross negligence on the
part of the Manager, or reckless disregard of its obligations and duties
hereunder, the Manager shall not be subject to any liability to the Trust, or to
any shareholder of the Trust, for any act or omission in the course of, or in
connection with, rendering services hereunder.
8. THE NAMES "ROSENBERG" AND "BARR ROSENBERG".
The Manager owns the right to use the names "Rosenberg" and "Barr
Rosenberg" in connection with investment-related services or products, and such
names may be used by the Trust only with the consent of the Manager. The Manager
consents to the use by the Trust of the name "Barr Rosenberg Series Trust" or
any other name embodying the name "Rosenberg" or "Barr Rosenberg", in such forms
as the Manager shall in writing approve, but only on the condition that and so
long as (i) this Contract shall remain in full force, and (ii) the Trust shall
fully perform, fulfill and comply with all provisions of this Contract expressed
herein to be performed, fulfilled or complied with by it. No such name shall be
used by the Trust at any time or in any place or for any purposes or under any
conditions except as in this section provided. The foregoing authorization by
the Manager to the Trust to use the names "Rosenberg" and/or "Barr Rosenberg" as
part of a business or name is not exclusive of the right of the Manager itself
to use, or to authorize others to use, said name; the Trust acknowledges and
agrees that as between the Manager and the Trust, the Manager has the exclusive
right to use, or to authorize others to use, said names; and the Trust agrees,
on behalf of the Fund, to take such action as may reasonably be requested by the
Manager to give full effect to the provisions of this section (including,
without limitation, consenting to such use of said names). Without limiting the
generality of the foregoing, the Trust agrees that,
-4-
<PAGE>
upon any termination of this Contract by either party or upon the violation of
any of its provisions by the Trust, the Trust will, at the request of the
Manager made within six months after the Manager has knowledge of such
termination or violation, use its best efforts to change the name of the Trust
so as to eliminate all reference, if any, to the names "Rosenberg" and "Barr
Rosenberg" and will not thereafter transact any business in a name containing
the name "Rosenberg" or "Barr Rosenberg" in any form or combination whatsoever,
or designate itself as the same entity as or successor to an entity of such
name, or otherwise use the name "Rosenberg" or "Barr Rosenberg" or any other
reference to the Manager. Such covenants on the part of the Trust shall be
binding upon it, its trustees, officers, stockholders, creditors and all other
persons claiming under or through it.
9. LIMITATION OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS.
A copy of the Trust's Agreement and Declaration of Trust, as amended, is on
file with the Secretary of The Commonwealth of Massachusetts, and notice is
hereby given that this instrument is executed on behalf of the Trustees of the
Trust as Trustees and not individually and that the obligations of this
instrument are not binding upon any of the Trustees or shareholders individually
but are binding only upon the assets and property of the Fund.
-5-
<PAGE>
IN WITNESS WHEREOF, Barr Rosenberg Series Trust, on behalf of its AXA
Rosenberg International Equity Fund, and Axa Rosenberg Investment Management LLC
have each caused this instrument to be signed in duplicate on its behalf by its
duly authorized representative, all as of the day and year first above written.
BARR ROSENBERG SERIES TRUST, on behalf
of its AXA Rosenberg International Equity Fund
By: RICHARD L. SAALFELD
------------------------
Title: President
AXA ROSENBERG INVESTMENT
MANAGEMENT LLC
By: KENNETH REID
------------------------
Title: A duly authorized signatory
-6-
<PAGE>
EXHIBIT 23(d)(3)
MANAGEMENT CONTRACT
Management Contract executed as of February 28, 2000 between Barr Rosenberg
Series Trust, a Massachusetts business trust (the "Trust"), on behalf of its AXA
Rosenberg Global Market Neutral Fund (the "Fund"), and AXA Rosenberg Investment
Management LLC, a Delaware limited liability company (the "Manager").
W I T N E S S E T H:
That in consideration of the mutual covenants herein contained, it is
agreed as follows:
1. SERVICES TO BE RENDERED BY THE MANAGER TO THE TRUST.
(a) Subject always to the control of the Trustees of the Trust and to such
policies as the Trustees may determine, the Manager will, at its expense, (i)
furnish continuously an investment program for the Fund and make investment
decisions on behalf of the Fund and place all orders for the purchase and sale
of its portfolio securities, (ii) furnish office space and equipment, provide
bookkeeping and clerical services (excluding determination of net asset value,
shareholder accounting services and fund accounting services for the Fund being
supplied by BISYS Fund Services Ohio, Inc. or its successors and permitted
assigns), and (iii) pay all salaries, fees and expenses of officers and Trustees
of the Trust who are affiliated with the Manager. In the performance of its
duties, the Manager will comply with the provisions of the Agreement and
Declaration of Trust and By-laws of the Trust, each as amended from time to
time, and the Fund's stated investment objective, policies and restrictions.
(b) In placing orders for the portfolio transactions of the Fund, the
Manager will seek the best price and execution available, except to the extent
it may be permitted to pay higher brokerage commissions for brokerage and
research services as described below. In using its best efforts to obtain for
the Fund the most favorable price and execution available, the Manager shall
consider all factors it deems relevant, including, without limitation, the
overall net economic 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, the availability of the broker to stand ready to execute possibly
difficult transactions in the future, and the financial strength and stability
of the broker. Subject to such policies as the Trustees may determine, the
Manager shall not be deemed to have acted unlawfully or to have breached any
duty created by this Contract or otherwise solely by reason of its having caused
the Fund to pay a broker or dealer that provides brokerage and research services
to the Manager an amount of commission for effecting a portfolio investment
transaction in excess of the amount of commission another broker or dealer would
have charged for effecting that transaction, provided that the Manager
<PAGE>
determines in good faith that such amount of commission was reasonable in
relation to the value of the brokerage and research services provided by such
broker or dealer, viewed in terms of either that particular transaction or the
Manager's overall responsibilities with respect to the Trust and to other
clients of the Manager as to which the Manager exercises investment discretion.
(c) Other than as provided in Section 3, the Manager shall not be obligated
under this Contract to pay any expenses of or for the Trust or the Fund not
expressly assumed by the Manager pursuant to this Section 1 .
2. OTHER AGREEMENTS, ETC.
It is understood that any of the shareholders, Trustees, officers and
employees of the Trust may be a partner, shareholder, director, officer or
employee of, or be otherwise interested in, the Manager or any person
controlling, controlled by or under common control with the Manager, and that
the Manager and any person controlling, controlled by or under common control
with the Manager may have an interest in the Trust. It is also understood that
the Manager and persons controlling, controlled by or under common control with
the Manager have and may have advisory, management service, distribution or
other contracts with other organizations and persons, and may have other
interests and businesses.
3. COMPENSATION TO BE PAID BY THE TRUST TO THE MANAGER.
The Fund will pay to the Manager as compensation for the Manager's services
rendered, for the facilities furnished and for the expenses borne by the Manager
pursuant to Section 1, a fee, computed and paid quarterly at the annual rate of
1.50% of the Fund's average daily net asset value. Such average daily net asset
value of the Fund shall be determined by taking an average of all of the
determinations of such net asset value during such quarter at the close of
business on each business day during such quarter while this Contract is in
effect. Such fee shall be payable for each quarter within five (5) business days
after the end of such quarter.
In the event that expenses of the Fund (including investment advisory fees
but excluding taxes, portfolio brokerage commissions and any distribution
expenses paid by the Fund pursuant to a distribution plan or otherwise) for any
fiscal year should exceed the expense limitation on investment company expenses
imposed by any statute or regulatory authority of any jurisdiction in which
shares of the Fund are qualified for offer and sale, the compensation due the
Manager for such fiscal year shall be reduced by the amount of such excess by
reduction or refund thereof. In the event that the expenses of the Fund exceed
any expense limitation that the Manager may, by written notice to the Trust,
declare to be effective with respect to the Fund, subject to such terms and
conditions as the Manager may prescribe in such notice, the compensation due the
Manager shall be reduced, and, if necessary, the Manager shall bear the Fund's
expenses to the extent required by such expense limitation.
-2-
<PAGE>
If the Manager shall serve for less than the whole of a month, the
foregoing compensation shall be prorated.
4. ASSIGNMENT TERMINATES THIS CONTRACT; AMENDMENTS OF THIS CONTRACT.
This Contract shall automatically terminate, without the payment of any
penalty, in the event of its assignment; and this Contract shall not be amended
unless such amendment is approved in such manner as may be required by the
Investment Company Act of 1940, as amended.
5. EFFECTIVE PERIOD AND TERMINATION OF THIS CONTRACT.
This Contract shall become effective upon its execution, and shall remain
in full force and effect continuously thereafter (unless terminated
automatically as set forth in Section 4) until terminated as follows:
(a) Either party hereto may at any time terminate this Contract by not
more than sixty days' written notice delivered or mailed by registered
mail, postage prepaid, to the other party, or
(b) If (i) the Trustees of the Trust by majority vote or the
shareholders by the affirmative vote of a majority of the outstanding
shares of the Fund, and (ii) a majority of the Trustees of the Trust who
are not interested persons of the Trust or the Manager, by vote cast in
person at a meeting called for the purpose of voting on such approval, do
not specifically approve at least annually the continuance of this
Contract, then this Contract shall automatically terminate at the close of
business on the first anniversary of its execution, or upon the expiration
of one year from the effective date of the last such continuance, whichever
is later; provided, however, that if the continuance of this Contract is
submitted to the shareholders of the Fund for their approval and such
shareholders fail to approve such continuance of this Contract as provided
herein, the Manager may continue to serve hereunder in a manner consistent
with the Investment Company Act of 1940 and the rules and regulations
thereunder.
Action by the Trust under paragraph (a) above may be taken either (i) by
vote of a majority of its Trustees, or (ii) by the affirmative vote of a
majority of the outstanding shares of the Fund.
Termination of this Contract pursuant to this Section 5 shall be without
the payment of any penalty.
-3-
<PAGE>
6. CERTAIN DEFINITIONS.
For the purposes of this Contract, the "affirmative vote of a majority of
the outstanding shares" of the Fund means the affirmative vote, at a duly called
and held meeting of shareholders, (a) of the holders of 67% or more of the
shares of the Fund present (in person or by proxy) and entitled to vote at such
meeting, if the holders of more than 50% of the outstanding shares of the Fund
entitled to vote at such meeting are present in person or by proxy, or (b) of
the holders of more than 50% of the outstanding shares of the Fund entitled to
vote at such meeting.
For the purposes of this Contract, the terms "control", "interested person"
and "assignment" shall have their respective meanings defined in the Investment
Company Act of 1940 and the rules and regulations thereunder, subject, however,
to such exemptions as may be granted by the Securities and Exchange Commission
under said Act; and the phrase "specifically approve at least annually" shall be
construed in a manner consistent with the Investment Company Act of 1940 and the
rules and regulations thereunder.
7. NONLIABILITY OF MANAGER.
In the absence of willful misfeasance, bad faith or gross negligence on the
part of the Manager, or reckless disregard of its obligations and duties
hereunder, the Manager shall not be subject to any liability to the Trust, or to
any shareholder of the Trust, for any act or omission in the course of, or in
connection with, rendering services hereunder.
8. THE NAMES "ROSENBERG" AND "BARR ROSENBERG".
The Manager owns the right to use the names "Rosenberg" and "Barr
Rosenberg" in connection with investment-related services or products, and such
names may be used by the Trust only with the consent of the Manager. The Manager
consents to the use by the Trust of the name "Barr Rosenberg Series Trust" or
any other name embodying the name "Rosenberg" or "Barr Rosenberg", in such forms
as the Manager shall in writing approve, but only on the condition that and so
long as (i) this Contract shall remain in full force, and (ii) the Trust shall
fully perform, fulfill and comply with all provisions of this Contract expressed
herein to be performed, fulfilled or complied with by it. No such name shall be
used by the Trust at any time or in any place or for any purposes or under any
conditions except as in this section provided. The foregoing authorization by
the Manager to the Trust to use the names "Rosenberg" and/or "Barr Rosenberg" as
part of a business or name is not exclusive of the right of the Manager itself
to use, or to authorize others to use, said name; the Trust acknowledges and
agrees that as between the Manager and the Trust, the Manager has the exclusive
right to use, or to authorize others to use, said names; and the Trust agrees,
on behalf of the Fund, to take such action as may reasonably be requested by the
Manager to give full effect to the provisions of this section (including,
without limitation, consenting to such use of said names). Without limiting the
generality of the foregoing, the Trust agrees that,
-4-
<PAGE>
upon any termination of this Contract by either party or upon the violation of
any of its provisions by the Trust, the Trust will, at the request of the
Manager made within six months after the Manager has knowledge of such
termination or violation, use its best efforts to change the name of the Trust
so as to eliminate all reference, if any, to the names "Rosenberg" and "Barr
Rosenberg" and will not thereafter transact any business in a name containing
the name "Rosenberg" or "Barr Rosenberg" in any form or combination whatsoever,
or designate itself as the same entity as or successor to an entity of such
name, or otherwise use the name "Rosenberg" or "Barr Rosenberg" or any other
reference to the Manager. Such covenants on the part of the Trust shall be
binding upon it, its trustees, officers, stockholders, creditors and all other
persons claiming under or through it.
9. LIMITATION OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS.
A copy of the Trust's Agreement and Declaration of Trust, as amended, is on
file with the Secretary of The Commonwealth of Massachusetts, and notice is
hereby given that this instrument is executed on behalf of the Trustees of the
Trust as Trustees and not individually and that the obligations of this
instrument are not binding upon any of the Trustees or shareholders individually
but are binding only upon the assets and property of the Fund.
-5-
<PAGE>
IN WITNESS WHEREOF, Barr Rosenberg Series Trust, on behalf of its AXA
Rosenberg Global Market Neutral Fund, and Axa Rosenberg Investment Management
LLC have each caused this instrument to be signed in duplicate on its behalf by
its duly authorized representative, all as of the day and year first above
written.
BARR ROSENBERG SERIES TRUST, on behalf
of its AXA Rosenberg Global Market Neutral Fund
By: RICHARD L. SAALFELD
-------------------------
Title: President
AXA ROSENBERG INVESTMENT
MANAGEMENT LLC
By: KENNETH REID
-------------------------
Title: A duly authorized signatory
-6-
<PAGE>
EXHIBIT 23(g)(4)
CUSTODIAN CONTRACT
This Contract is between BARR ROSENBERG SERIES TRUST, hereinafter
called the "Trust," a business trust organized and existing under the laws of
Massachusetts, having its principal place of business at 4 Orinda Way, Suite
300E, Orinda, California 94563, on behalf of its AXA ROSENBERG INTERNATIONAL
EQUITY FUND, hereinafter called the "Fund," and State Street Bank and Trust
Company, a Massachusetts trust company, having its principal place of business
at 225 Franklin Street, Boston, Massachusetts 02110, hereinafter called the
"Custodian,"
WITNESSETH:
WHEREAS, the Trust is authorized to issue shares in separate series,
with each such series representing interests in a separate portfolio of
securities and other assets; and
WHEREAS, the Custodian has acted as custodian of the assets of certain
series of the Trust pursuant to other custodian contracts between the Trust, on
behalf of such series, and the Custodian; and
WHEREAS, the Trust, on behalf of its Japan Series, and the Custodian
entered into such a contract, hereinafter called the "Japan Series Contract,"
dated _______, pursuant to the terms of which the parties agreed that the
Custodian would act as custodian of the assets of such Japan Series; and
WHEREAS, the Trust has recently added the Fund as a new series of
beneficial interest in a portfolio of securities and other assets and desires
that the Custodian act as custodian of the
<PAGE>
assets of the Fund, pursuant to the terms, conditions and provisions of the
Japan Series Contract; and
WHEREAS, the Custodian desires to act as custodian of the assets of the
Fund pursuant to such terms and conditions;
NOW THEREFORE, in consideration of the mutual covenants and agreements
referenced herein, the parties hereto agree as follows:
Reference us made to the Japan Series Contract, as described above, and
the terms, conditions, provisions and mutual covenants and agreements contained
therein. The Trust, on behalf of the Fund, and the Custodian hereby agree that
the terms, conditions, provisions and mutual covenants and agreements contained
in the Japan Series Contract will apply to the custody of the assets of the Fund
by the Custodian and that for such purposes the Fund and the Custodian will
be bound by a separate agreement in precisely the form as the Japan Series
Contract as if every reference therein to the Japan Series were a reference
to the Fund.
IN WITNESS WHEREOF, each of the parties has caused this instrument to
be executed in its name and on its behalf by its duly authorized representative
and its seal to be hereunder affixed as of the ___ day of ___________, 2000.
ATTEST BARR ROSENBERG SERIES TRUST
___________________________ By____________________________
Title:
ATTEST STATE STREET BANK AND TRUST COMPANY
___________________________ By____________________________
Title:
A copy of the Trust's Agreement and Declaration of Trust, as amended, is on file
with the Secretary of The Commonwealth of Massachusetts, and notice is hereby
given that this instrument is executed on behalf of the Trustees of the Trust as
Trustees and not individually and that the obligations of this instrument are
not binding upon any of the Trustees or shareholders individually but are
binding only upon the assets and property of the Fund.
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<PAGE>
EXHIBIT 23(g)(5)
SPECIAL CUSTODY ACCOUNT AGREEMENT
(Short Sales)
AGREEMENT (the "Agreement") dated as of __________, 2000, by and among
Custodial Trust Company, in its capacity as custodian hereunder (the "Bank"),
Barr Rosenberg Series Trust, on behalf of its AXA Rosenberg Global Market
Neutral Fund (collectively, the "Customer"), and Bear, Stearns Securities Corp.
(the "Broker").
WHEREAS, Broker is a securities broker-dealer and is a member of
several national securities exchanges; and
WHEREAS, Customer desires from time to time to execute various
securities transactions, including short sales (which are permitted by
Customer's investment policies), and in connection therewith has executed
Broker's Customer Agreement which provides for margin transactions; and
WHEREAS, to facilitate Customer's transactions in short sales of
securities, Customer and Broker desire to establish procedures for the
compliance by Broker with the provisions of Regulation T of the Board of
Governors of the Federal Reserve System and other applicable requirements (the
"Margin Rules"); and
WHEREAS, to assist Broker and Customer in complying with the Margin
Rules, Bank is prepared to act as custodian to hold Collateral as defined below.
NOW, THEREFORE, be it agreed as follows:
1. DEFINITIONS
As used herein, the following terms have the following meanings:
(a) "Adequate Margin" in respect of short sales shall mean such
collateral as is adequate in Broker's reasonable judgment under
the Margin Rules and the internal policies of Broker, the latter
of which shall be subject to modification by Broker in its sole
and absolute discretion upon prior notice given orally to
Customer and Bank.
(b) "Advice from Broker" or "Advice" means a written notice sent to
Customer and Bank or transmitted by a facsimile sending device,
except that Advice for initial or additional Collateral or with
respect to Broker's ability to effect a short sale for the
Customer may be given orally. With respect to any short sale or
Closing
<PAGE>
Transaction, the Advice from Broker shall mean a standard
confirmation in use by Broker and sent or transmitted to Customer
and Bank. With respect to substitutions or releases of
Collateral, Advice from Broker means a written notice signed by
Broker and sent or transmitted to Customer and Bank. An
authorized agent of Broker will certify to Customer and Bank the
names and signatures of those employees who are authorized to
sign Advice from Broker, which certification may be amended from
time to time. When used herein, the term "Advise" means the act
of sending an Advice from Broker.
(c) "Closing Transaction" is a transaction in which Customer
purchases securities which have been sold short.
(d) "Collateral" shall mean cash or U.S. Government securities or
other marginable securities acceptable to Broker.
(e) "Insolvency" means that (A) an order, judgment or decree has been
entered under the bankruptcy, reorganization, compromise,
arrangement, insolvency, readjustment of debt, dissolution or
liquidation or similar law (herein called the "Bankruptcy law")
of any competent jurisdiction adjudicating the Customer
insolvent; or (B) the Customer has petitioned or applied to any
tribunal for, or consented to the appointment of, or taking
possession by, a trustee, receiver, liquidator or similar
official, of the Customer, or commenced a voluntary case under
the Bankruptcy Law of the United States or any proceedings
relating to the Customer under the Bankruptcy Law of any other
competent jurisdiction, whether now or hereinafter in effect; or
(C) any such petition or application has been filed, or any such
proceedings commenced, against the Customer and the Customer by
any act has indicated its approval thereof, consent thereto or
acquiescence therein, or an order for relief has been entered in
an involuntary case under the Bankruptcy Law of the United
States, as now or hereinafter constituted, or an order, judgment
or decree has been entered appointing any such trustee, receiver,
liquidator, or similar official, or approving the petition in any
such proceedings, and such order, judgment or decree remains
unstayed and in effect for more than 60 days.
(f) "Instructions from Customer" or "Instructions" means a request,
direction or certification in writing signed by Customer and
delivered to Bank and Broker or transmitted by a facsimile
sending device. An officer of Customer will certify to Bank and
Broker the names and signatures of those persons authorized to
sign the instructions, which certification may be amended from
time to time. When used herein, the term "Instruct" shall mean
the act of sending an Instruction from Customer.
(g) "Receipt of Payment" means receipt by Bank, of (1) a certified or
official bank check or wire transfer to Bank; (2) a written or
telegraphic advice from a
-2-
<PAGE>
registered clearing agency that funds have been or will be
credited to the account of Bank; or (3) a transfer of funds from
any of Broker's accounts maintained at Bank.
(h) "Receipt of Securities" means receipt by Bank, of (1) securities
in proper form for transfer; or (2) a written or telegraphic
advice from a registered clearing agency that securities have
been credited to the account of Bank for the Special Custody
Account.
(i) "Special Custody Account" shall have the meaning assigned to that
term in Section 2 hereof.
2. SPECIAL CUSTODY ACCOUNT
(a) OPENING CUSTODY ACCOUNT. Bank shall open an account on its books
entitled "Special Custody Account for Bear, Stearns Securities
Corp. as Pledgee of Barr Rosenberg Series Trust, for its AXA
Rosenberg Global Market Neutral Fund" (the "Special Custody
Account") and shall hold therein all securities and similar
property as shall be received and accepted by it therein pursuant
to this Agreement. Customer agrees to instruct Bank in
Instructions from Customer as to cash and specific securities
which Bank is to identify on its books and records as pledged to
Broker as Collateral in the Special Custody Account. Customer
agrees that the value of such cash and securities shall be at
least equal in value to what Broker shall initially and from time
to time Advise Customer in an Advice from Broker is necessary to
constitute Adequate Margin. Such Collateral (i) will be held by
Bank for Broker as agent of Broker, (ii) may be released only in
accordance with the terms of this Agreement, and (iii) except as
required to be released hereunder to Broker, shall not be made
available to Broker or any other person claiming through Broker,
including the creditors of the Broker. In the event Customer
wishes to add another series of Barr Rosenberg Series Trust to
this Agreement, the title of such account shall be appended to
this Agreement as a schedule.
(b) SECURITY INTEREST. Customer hereby grants a continuing security
interest to Broker in the Collateral in the Special Custody
Account. To perfect Broker's security interest, Bank will hold
the Collateral in the Special Custody Account, subject to the
interest therein of Broker as the pledgee and secured party
thereof in accordance with the terms of this Agreement. Such
security interest will terminate at such time as Collateral is
released as provided herein. Bank shall have no responsibility
for the validity or enforceability of such security interest.
(c) CONFIRMATION. Bank will confirm in writing to Broker and Customer
all pledges, releases or substitutions of Collateral and will
supply Broker and Customer with a
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<PAGE>
monthly statement of Collateral and transactions in the Special
Custody Account for such month. Bank will also advise Broker upon
request of the kind and amount of Collateral pledged to Broker.
(d) EXCESS COLLATERAL. Upon the request of Customer, Broker shall
Advise Bank and Customer of any excess of Collateral in the
Special Custody Account. Such excess shall at Customer's request
be transferred therefrom upon Advice from Broker. Customer
represents and warrants to Broker that securities included at any
time in the Collateral shall be in good deliverable form (or bank
shall have the unrestricted power to put such securities into
good deliverable form) in accordance with the requirements of
such exchanges as may be the primary market or markets for such
securities.
(e) ACCOUNTS AND RECORDS. Bank will maintain accounts and records for
the Collateral in the Special Custody Account as more fully
described in sub-paragraph 5(a) below. The Collateral shall at
all times remain the property of the Customer subject only to the
extent of the interest and rights therein of Broker as the
pledgee thereof.
3. ORIGINAL AND VARIATION MARGIN ON SHORT SALES
(a) SHORT SALES. From time to time, Customer may place orders with
Broker for the short sale of securities. Prior to the acceptance
of such orders Broker will Advise Customer of Broker's ability to
borrow such securities or other properties and acceptance of
short sale orders will be contingent upon same.
(b) OPEN SHORT SALES BALANCE. Broker shall, based on the closing
market price on each business day, compute the aggregate net
credit or debit balance on Customer's open short sales and advise
Customer and/or Customer's designated agent by 11:00 A.M. New
York time on the next business day (the "Determination Day") of
the amount of the net debit or credit, as the case may be. If a
net debit balance exists on the Determination Day, Customer will
cause an amount equal to such net debit balance to be paid to
Broker by the close of business on the Determination Day. If a
net credit balance exists on the Determination Day, Broker will
pay such credit balance to Customer by the close of business on
the Determination Day. As Customer's open short positions are
marked-to-market each business day, payments will be made by or
to Customer to reflect changes (if any) in the credit or debit
balances. Broker will charge interest on debit balances, and
Broker will pay interest on credit balances. Balances will be
appropriately adjusted when short sales are closed out.
-4-
<PAGE>
4. PLACING ORDERS
It is understood and agreed that Customer, when placing with Broker
any order to sell short for Customer's account, will designate the order as such
and hereby authorizes Broker to mark such order as being "short", and when
placing with Broker any order to sell long for Customer's account, will
designate the order as such and hereby authorizes Broker to mark such order as
being "long". Any sell order which Customer shall designate as being for long
account as above provided is for securities then owned by Customer and, if such
securities are not then deliverable by Broker from any account of Customer, the
placing of such order shall constitute a representation by Customer that it is
impracticable for Customer then to deliver such securities to Broker but that
Customer shall deliver them by the settlement date or as soon as possible
thereafter.
5. RIGHTS AND DUTIES OF THE BANK
(a) GENERALLY. The Bank shall receive and hold in the Special Custody
Account, as custodian upon the terms of this Agreement, all
Collateral deposited and maintained pursuant to the terms of this
Agreement and, except as provided in sub-paragraph 5(b) below,
shall receive and hold all monies and other property paid,
distributed or substituted in respect of such Collateral or
realized on the sale or other disposition of such Collateral;
provided, however, that the Bank shall have no duty to require
any money or securities to be delivered to it or to determine
that the amount and form of assets delivered to it comply with
any applicable requirements. Collateral held in the Special
Custody Account shall be released only in accordance with this
Agreement or as required by applicable law. The Customer warrants
its authority to deposit in such account any money, securities
and other property received by the Bank. The Bank may hold the
securities in the Special Custody Account in bearer, nominee,
book entry, or other form and in a depository or clearing
corporation, with or without indicating that the securities are
held hereunder; provided, however, that all securities held in
the Special Custody Account shall be identified on the Bank's
records as subject to this Agreement and shall be in a form that
permits transfer without additional authorization or consent of
the Customer.
(b) DIVIDENDS AND INTEREST. Any interest, dividends or other
distributions paid with respect to the Collateral held in the
Special Custody Account shall be retained therein as additional
Collateral.
(c) REPORTS. The Bank shall provide Broker and Customer with written
confirmation of each transfer into and out of the Special Custody
Account, in each case as promptly as practical, but in any event
not later than the next business day. The Bank also shall render
to the Broker and the Customer and/or Customer's designated agent
a monthly statement of the Collateral held in the Special Custody
-5-
<PAGE>
Account. In addition, the Bank will advise the Broker and the
Customer and/or Customer's designated agent, upon request of the
Broker or Customer, at any time of the type and amount of
Collateral held in the account; provided, however, that the Bank
shall have no responsibility for making any determination as to
the value of such Collateral.
(d) LIMITATION OF BANK'S LIABILITY. The Bank's duties and
responsibilities under this Agreement are as set forth herein.
The Bank shall act only upon receipt of Advice from Broker
regarding release or substitution of Collateral. The Bank shall
not be liable or responsible for anything done, or omitted to be
done by it in good faith and in the absence of negligence and may
rely and shall be protected in acting upon any notice,
instruction or other communication which it reasonably believes
to be genuine and authorized. As between Customer and the Bank,
the terms of the Custodian Agreement entered into thereby shall
apply with respect to the responsibilities of the Bank and any
losses or liabilities of such parties arising out of matters
covered by this Agreement. As between the Bank and Broker, Broker
shall indemnify and hold the Bank harmless with regard to any
losses or liabilities of the Bank (including counsel fees)
imposed on or incurred by the Bank arising out of any action or
omission of the Bank in accordance with any Advice, notice or
instruction of Broker under this Agreement. In matters concerning
or relating to this Agreement, the Bank shall not be responsible
for compliance with any statute or regulation regarding the
establishment or maintenance of margin credit, including but not
limited to Regulations T or X of the Board of Governors of the
Federal Reserve System, or with any rules or regulations of the
Office of the Controller of the Currency (or the Securities and
Exchange Commission). With respect to all securities, however
registered, it is understood that all voting rights and other
rights and powers shall be exercised exclusively by Customer.
Bank's only duty with respect thereto shall be to mail to
Customer any documents received, including proxy statements and
offering circulars, with any proxies for securities registered in
a nominee name executed by such nominee. The Bank shall not be
liable to any party for any acts or omissions of the other
parties to this Agreement.
(e) COMPENSATION. Bank shall be paid as compensation for its services
pursuant to this Agreement such compensation as may from time to
time be agreed upon in writing between Customer and Bank.
6. DEFAULT
In the event of any failure by Customer to timely comply with any
obligation on Customer's part to be performed or observed under this Agreement
or the Customer Agreement, including, but not limited to, the obligation to
maintain Adequate Margin, or in the event of Customer's Insolvency, Broker may
effect a Closing Transaction or buy-in of any securities of
-6-
<PAGE>
which Customer's account may be short, provided that Broker shall first use
reasonable efforts to (i) give notice to Customer specifying such default (which
notice may be by telegraph, facsimile transmission or hand delivery) and (ii)
hold a discussion with Customer regarding such default and Broker's intended
actions in response thereto. Notwithstanding the foregoing, neither notice nor a
discussion shall be required in the event market conditions render same
impracticable in the reasonable discretion of Broker. In the event of any
default as aforesaid, after making a reasonable attempt to give notice to and
hold a discussion with Customer (subject to market conditions as set forth
above), Broker shall also have the right to sell any and all Collateral in the
Special Custody Account and to give Advice to Bank to deliver such Collateral
free of payment to Broker, which Advice shall state that, pursuant to this
Agreement, the condition precedent to Broker's right to receive such Collateral
free of payment has occurred. The Bank will provide immediate telephone notice
to Customer of any receipt by Bank of Advice from Broker to deliver Collateral
free of payment, and shall promptly effect delivery of Collateral to Broker.
Subject to applicable requirements of the New York Uniform Commercial Code, such
sale or purchase may be made according to Broker's judgment and may be made at
Broker's discretion, on the principal exchange or other market for such
securities, or in the event such principal market is closed, in a manner
commercially reasonable for such securities.
7. LIMITATION OF BROKER LIABILITY
Broker shall not be liable for any losses, costs, damages, liabilities
or expenses suffered or incurred by Customer as a result of any transaction
executed hereunder, or any other action taken or not taken by Broker hereunder
for customer's account at customer's direction or otherwise, except to the
extent that such loss, cost, damage, liability or expense is the result of
Broker's own negligence, recklessness, willful misconduct or bad faith. With
respect to all securities in the Special Custody Account, it is understood that
all voting rights and other rights and powers shall be exercised exclusively by
Customer, and that Broker shall have no responsibilities in connection
therewith, whether pertaining to the delivery of proxy statements or offering
circulars or otherwise.
8. CUSTOMER REPRESENTATION
Customer represents and warrants that the Collateral will not be
subject to any other liens or encumbrances other than those granted to the Bank
under the Custodian Agreement.
9. TERMINATION
Any of the parties hereto may terminate this Agreement by 30 days'
notice in writing to the other parties hereto; provided, however, that the
status of any short sales, and of Collateral held at the time of such notice to
margin such short sales shall not be affected by such termination until the
release of such Collateral pursuant to applicable law or regulations or rules of
any self regulatory organization to which the Broker is subject. In the event of
the release of Collateral, the Collateral shall be transferred to Customer.
-7-
<PAGE>
10. NOTICE
Written communications hereunder shall be telegraphed, sent by
facsimile transmission or hand delivered as required herein, when another method
of delivery is not specified, may be mailed first class postage prepaid, except
that written notice of termination shall be sent by certified mail, addressed:
(a) if to Bank, to:
Custodial Trust Company
101 Carnegie Center
Princeton, New Jersey 08540
Attention: Vice President - Trust Operations
Telephone: (609) 951-2320
Facsimile: (609) 951-2327
(b) if to Customer, to:
Barr Rosenberg Series Trust
4 Orinda Way, Building E
Orinda, California 95463
Attention: Edward H. Lyman
Telephone: (510) 254-6464
Facsimile: (510) 253-0141
(c) if to Broker, to:
Bear, Stearns Securities Corp.
245 Park venue
New York, New York 10167
Attention: Michael Minikes, Treasurer
Telephone: 212-272-2089
Facsimile: 212-272-3099
11. CONTROLLING LAW
The construction and enforcement of this Agreement shall be subject to
and governed by the laws of the State of New York.
12. LIMITATION OF LIABILITY
To the extent that the trustees of Barr Rosenberg Series Trust are
regarded as entering into this Agreement, they do so only as trustees thereof
and not individually. The obligations
-8-
<PAGE>
under this Agreement or Barr Rosenberg Series Trust or AXA Rosenberg Global
Market Neutral Fund shall not be binding upon any trustee, officer or employee
of Barr Rosenberg Series Trust individually, or upon any holder of shares issued
by Barr Rosenberg Series Trust individually, but shall be binding only upon the
assets and property of AXA Rosenberg Global Market Neutral Fund. Such trustees,
officers, employees and holders, when acting in such capacities, shall not be
personally liable under this Agreement, and Broker and Bank shall look solely to
the assets and property of AXA Rosenberg Global Market Neutral Fund for the
performance of this Agreement thereby and for the payment of any claim against
AXA Rosenberg Global Market Neutral Fund pertaining to this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their duly authorized officers as of the day and year first above
written.
BARR ROSENBERG SERIES TRUST
ON BEHALF OF ITS
AXA ROSENBERG GLOBAL MARKET NEUTRAL
FUND
By:_____________________________________
Name:
Title:
CUSTODIAL TRUST COMPANY
By:_____________________________________
Name:
Title:
BEAR, STEARNS SECURITIES CORP.
By:_____________________________________
Name:
Title:
-9-
<PAGE>
EXHIBIT 23(h)(2)
AMENDMENT TO
TRANSFER AGENCY AGREEMENT
This Amendment is made as of October 1, 1998, between BARR ROSENBERG SERIES
TRUST, (the "Trust"), BISYS FUND SERVICES, INC. and BISYS FUND SERVICES OHIO,
INC. The parties hereby amend the Transfer Agency Agreement (the "Agreement")
between the Trust and BISYS Fund Services, Inc, dated as of October 1, 1996, as
set forth below.
WHEREAS, the parties hereto wish to substitute BISYS Fund Services Ohio,
Inc. for BISYS Fund Services, Inc. as the transfer agent under the Agreement;
and
WHEREAS, the parties wish to modify the fee schedule set forth in Schedule
B to the Agreement.
NOW THEREFORE, in consideration of the foregoing and the mutual premises
and covenants herein set forth, the parties agree as follows:
1. Capitalized terms not otherwise defined herein shall have the same
meaning as in the Agreement.
2. BISYS Fund Services Ohio, Inc. ("BISYS") shall replace BISYS Fund
Services, Inc. as the transfer agent under the Agreement.
3. Schedule B to the Agreement shall be amended by replacing the first
paragraph with the following:
ANNUAL FEES:
Effective as of October 1, 1998, BISYS shall be entitled to
receive an annual account maintenance fee of $15.00 per
shareholder account which is in existence at any time during the
month for which payment is made, such fee to be paid in equal
monthly installments. BISYS shall be entitled to receive the
account maintenance fee on all shareholder accounts maintained in
its records during the year, including those shareholder accounts
which have a zero balance during any portion of the year. The
annual account maintenance fee set forth above shall be subject
to a minimum annual fee of $12,000 per Fund.
4. This Amendment may be executed in one or more counterparts, each of
which will
<PAGE>
be deemed an original, but all of which together shall constitute one
and the same instrument.
5. Except as specifically set forth herein, all other provisions of the
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first written above.
BARR ROSENBERG SERIES TRUST
By: Kenneth Reid /s/
------------------------------
Title: President
---------------------------
BISYS FUND SERVICES, INC.
By: William J. Tomko /s/
--------------------------------------
Title: Executive Vice President
-----------------------------------
BISYS FUND SERVICES OHIO, INC.
By: William J. Tomko /s/
--------------------------------------
Title: Executive Vice President
-----------------------------------
2
<PAGE>
EXHIBIT 23(h)(3)
EXPENSE LIMITATION AGREEMENT
This Agreement, dated as of May 1, 2000, is made and entered into by and
between AXA Rosenberg Investment Management LLC (the "Adviser") and Barr
Rosenberg Series Trust (the "Trust") on behalf of each series of the Trust
listed on SCHEDULE A hereto (each a "Fund" and, collectively, the "Funds").
WHEREAS, the Trust is a Massachusetts business trust and is registered
under the Investment Company Act of 1940 (the "1940 Act") as an open-end
management investment company of the series type, and each Fund is a series of
the Trust.
WHEREAS, the Trust on behalf of each Fund and the Adviser have entered into
Management Contracts dated, for each Fund, as set forth on SCHEDULE A (each a
"Management Agreement"), pursuant to which the Adviser provides investment
management services to each Fund for compensation based on the value of the
average daily net assets of each Fund; and
WHEREAS, the Trust and the Adviser have determined that it is appropriate
and in the best interest of each Fund and its shareholders to maintain the
expenses of each Fund at a level below the level to which each Fund may normally
be subject.
NOW THEREFORE, the parties hereto agree as follows:
1. EXPENSE LIMITATION AND WAIVER. Until further notice from the
Adviser to the Trust and in any event through March 31, 2001, the
Adviser agrees that, to the extent that ordinary operating
expenses incurred by a Fund in any fiscal year, including but not
limited to investment advisory fees of the Adviser, but excluding
nonrecurring account fees, extraordinary expenses, dividends on
securities sold short, service fees and distribution and
shareholder service fees (the "Fund Operating Expenses"), exceed
the Expense Limit for each Fund as set forth on SCHEDULE A, such
excess amount will be the liability of the Adviser.
2. REIMBURSEMENT. If on any month during which the Management
Agreement for a particular Fund is in effect, the estimated
annualized Fund Operating Expenses of such Fund for that month
are less than the Expense Limit for such Fund as set forth on
SCHEDULE A, the Adviser shall be entitled to reimbursement by
such Fund of the investment advisory fees waived or reduced and
other payments remitted to such Fund pursuant to Section 1 hereof
(the "Reimbursement Amount"), to the extent that such Fund's
annualized Fund Operating Expenses plus the amount so reimbursed
equals, for such month, the Expense Limit for such Fund as set
forth in SCHEDULE A, PROVIDED that such reimbursement may be
paid, in each case, only during the fiscal year in which the
waiver, reduction or other payment was made or during the
following two fiscal years, and FURTHER PROVIDED that such amount
paid to the Adviser, together with all other amounts reimbursed
to the Adviser pursuant to this agreement during the fiscal year
in which such amount is paid, will in no event exceed the total
Reimbursement Amount.
<PAGE>
3. YEAR-END ADJUSTMENT. If necessary, on or before the last day of
the first month of the Trust's fiscal year, an adjustment payment
shall be made by the appropriate party in order that the actual
Fund Operating Expenses of a particular Fund for the prior fiscal
year (including any reimbursement payments hereunder with respect
to such fiscal year) do not exceed the Expense Limit for such
Fund as set forth on SCHEDULE A.
4. TERM AND TERMINATION. This Agreement will automatically terminate
with respect to a particular Fund upon termination of the
Management Agreement between such Fund and the Adviser. This
Agreement may be terminated by the Trust or, after March 31,
2001, by the Adviser, without payment of any penalty upon sixty
(60) days' prior written notice to the other party at its
principal place of business. After March 31, 2001, the Adviser
may, by sixty (60) days' prior written notice to the Trust,
change, with respect to one or more Funds, the Expense Limit set
forth on SCHEDULE A.
5. CAPTIONS. The captions in this Agreement are included for
convenience of reference and in no other way define or delineate
any of the provisions hereof or otherwise affect their
construction or effect.
6. INTERPRETATION. Nothing herein contained shall be deemed to
require the Trust or the Funds to take any action contrary to the
Trust's Declaration of Trust or Bylaws, each as in effect from
time to time, or any applicable statutory or regulatory
requirement, including without limitation any requirements under
the 1940 Act, to which it is subject or by which it is bound, or
to relieve or deprive the Trust's Board of Trustees of its
responsibility for or control of the conduct of the affairs of
the Trust or the Funds.
7. DEFINITIONS. Any question of interpretation of any term or
provision of this Agreement having a counterpart in or otherwise
derived from the terms and provisions of a Management Agreement
or the 1940 Act, shall have the same meaning as and be resolved
by reference to such Management Agreement or the 1940 Act.
8. AMENDMENT. This Agreement may be amended only by a written
instrument signed by each of the parties hereto.
<PAGE>
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by
their respective officers thereunto duly authorized, as of the day and year
first above written.
<TABLE>
<S> <C>
BARR ROSENBERG SERIES TRUST, AXA Rosenberg Investment Management LLC
On behalf of its U.S. Small Capitalization
Series, International Small Capitalization
Series, Japan Series, Barr Rosenberg Market
Neutral Fund, Barr Rosenberg Double Alpha
Market Fund, Barr Rosenberg Select Sectors
Market Neutral Fund, AXA Rosenberg
Enhanced 500 Fund, AXA Rosenberg
International Equity Fund And AXA Rosenberg
Global Market Neutral Fund
BY: RICHARD L. SAALFELD BY: KENNETH REID
------------------- ------------
Name: Richard L. Saalfeld Name: Kenneth Reid
------------------- ------------
Title: President Title: Chief Executive Officer
--------- -----------------------
</TABLE>
<PAGE>
SCHEDULE A
DATE OF MANAGEMENT
CONTRACT
<TABLE>
<CAPTION>
EXPENSE LIMIT
<S> <C>
U.S. SMALL CAPITALIZATION
SERIES 1.15%
INTERNATIONAL SMALL
CAPITALIZATION SERIES 1.50%
JAPAN SERIES 1.50%
BARR ROSENBERG MARKET
NEUTRAL FUND 2.00%
BARR ROSENBERG DOUBLE
ALPHA MARKET FUND 2.35%
BARR ROSENBERG SELECT
SECTORS MARKET NEUTRAL FUND 1.25%
AXA ROSENBERG ENHANCED
500 FUND 0.75%
AXA ROSENBERG INTERNATIONAL
EQUITY FUND 1.35%
AXA ROSENBERG GLOBAL
MARKET NEUTRAL FUND 2.00%
</TABLE>
<PAGE>
EXHIBIT 23(h)(5)
AMENDMENT TO
ADMINISTRATION AGREEMENT
This Amendment is made as of October 1, 1998, between BARR ROSENBERG SERIES
TRUST, (the "Trust"), BISYS Fund Services, Inc. and BISYS Fund Services Ohio,
Inc. The parties hereby amend the Administration Agreement (the "Agreement")
between the Trust and BISYS Fund Services, Inc, dated as of October 1, 1996, as
set forth below.
WHEREAS, the parties hereto wish to substitute BISYS Fund Services Ohio,
Inc. for BISYS Fund Services, Inc. as the administrator under the Agreement; and
WHEREAS, the parties hereto wish to modify the portion of Schedule A to the
Agreement entitled "Portfolios".
NOW THEREFORE, in consideration of the foregoing and the mutual premises
and covenants herein set forth, the parties agree as follows:
1. Capitalized terms not otherwise defined herein shall have the same
meaning as in the Agreement.
2. BISYS Fund Services Ohio, Inc. (the "Administrator") shall replace
BISYS Fund Services Limited Partnership d/b/a BISYS Fund Services as
the Administrator under the Agreement.
3. Schedule A to the Agreement shall be amended by replacing the second
sentence of the section entitled "Portfolios" with the following:
The current portfolios of the Trust are set forth below:
U.S. Small Capitalization Series;
Japan Series;
International Small Capitalization Series;
Barr Rosenberg Market Neutral Fund;
Barr Rosenberg Double Alpha Market Fund; and
Barr Rosenberg Select Sectors Market Neutral Fund.
4. This Amendment may be executed in one or more counterparts, each of
which will be deemed an original, but all of which together shall
constitute one and the same
<PAGE>
instrument.
5. Except as specifically set forth herein, all other provisions of the
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first written above.
BARR ROSENBERG SERIES TRUST
By: Kenneth Reid /s/
-----------------------
Title: President
--------------------
BISYS FUND SERVICES, INC.
By: WILLIAM J. TOMKO
--------------------------------
Title: Executive Vice President
-----------------------------
BISYS FUND SERVICES OHIO, INC.
By: William J. Tomko
--------------------------------
Title: Executive Vice President
-----------------------------
<PAGE>
EXHIBIT 23(h)(6)
SECOND AMENDMENT TO
ADMINISTRATION AGREEMENT
This Amendment is made as of April 26, 2000, between BARR ROSENBERG SERIES
TRUST, (the "Trust") and BISYS FUND SERVICES OHIO, INC., (the "Administrator").
The parties hereby amend the Administration Agreement between the Trust and
BISYS Fund Services, Inc, dated as of October 1, 1996, and the Amendment to the
Administration Agreement, between the Trust, BISYS Fund Services, Inc. and the
Administrator, dated as of October 1, 1998, as set forth below.
WHEREAS, the parties hereto wish to modify the portion of Schedule A to the
Agreement entitled "Portfolios".
NOW THEREFORE, in consideration of the foregoing and the mutual premises
and covenants herein set forth, the parties agree as follows:
1. Capitalized terms not otherwise defined herein shall have the same
meaning as in the Agreement.
2. Schedule A to the Agreement shall be amended by replacing the second
sentence of the section entitled "Portfolios" with the following:
The current portfolios of the Trust are set forth below:
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;
AXA Rosenberg International Equity Fund ;
AXA Rosenberg Enhanced 500 Fund; and
AXA Rosenberg Global Market Neutral Fund.
3. This Amendment may be executed in one or more counterparts, each of
which will be deemed an original, but all of which together shall
constitute one and the same instrument.
<PAGE>
4. Except as specifically set forth herein, all other provisions of the
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first written above.
BARR ROSENBERG SERIES TRUST
BY: RICHARD L. SAALFELD
-------------------------------
Title: President
----------------------------
BISYS FUND SERVICES OHIO, INC.
BY: MARK A. DILLON
-------------------------------
Title: Executive Vice President
----------------------------
2
<PAGE>
EXHIBIT 23(h)(8)
AMENDMENT TO
FUND ACCOUNTING AGREEMENT
This Amendment is made as of October 1, 1998, between BARR ROSENBERG SERIES
TRUST, (the "Trust"), BISYS Fund Services, Inc. and BISYS Fund Services Ohio,
Inc. The parties hereby amend the Fund Accounting Agreement (the "Agreement")
between the Trust and BISYS Fund Services, Inc, dated as of October 1, 1996, as
set forth below.
WHEREAS, the parties hereto wish to substitute BISYS Fund Services Ohio,
Inc. for BISYS Fund Services, Inc. as the fund accountant under the Agreement;
and
WHEREAS, the parties hereto wish to modify Schedule A entitled "Fees" to
the Agreement.
NOW THEREFORE, in consideration of the foregoing and the mutual premises
and covenants herein set forth, the parties agree as follows:
1. Capitalized terms not otherwise defined herein shall have the same
meaning as in the Agreement.
2. BISYS Fund Services Ohio, Inc. (the "Fund Accountant") shall replace
BISYS Fund Services, Inc. as the Fund Accountant under the Agreement.
3. Schedule A to the Agreement shall be amended by replacing it with the
following:
Effective as of October 1, 1998, Fund Accountant shall be entitled to
receive fees from each Fund in accordance with the following schedule:
ANNUAL FEES:
$30,000 annual per Fund fee for each of the following Funds:
U.S. Small Capitalization Series;
Japan Series; and
International Small Capitalization Series.
$40,000 annual per Fund fee for each of the following Funds plus
an additional annual fee of $10,000 per class per Fund in the
event new classes of shares are added:
<PAGE>
Barr Rosenberg Double Alpha Market Fund;
Barr Rosenberg Market Neutral Fund; and
Barr Rosenberg Select Sectors Market Neutral Fund.
OUT-OF-POCKET EXPENSES:
BISYS shall be entitled to be reimbursed for all reasonable
out-of-pocket expenses, including, but not limited to, the
expenses set forth in Section 4 of the Fund Accounting Agreement
to which this Schedule A is attached.
4. This Amendment may be executed in one or more counterparts, each of
which will be deemed an original, but all of which together shall
constitute one and the same instrument.
5. Except as specifically set forth herein, all other provisions of the
Agreement shall remain in full force and effect.
2
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first written above.
BARR ROSENBERG SERIES TRUST
By: Kenneth Reid /s/
-------------------------------
Title: President
----------------------------
BISYS FUND SERVICES, INC.
By: William J. Tomko /s/
-------------------------------
Title: Executive Vice President
----------------------------
BISYS FUND SERVICES OHIO, INC.
By: William J. Tomko /s/
-------------------------------
Title: Executive Vice President
----------------------------
3
<PAGE>
EXHIBIT 23(h)(9)
SECOND AMENDMENT TO
FUND ACCOUNTING AGREEMENT
This Amendment is made as of April 26, 2000, between BARR ROSENBERG SERIES
TRUST, (the "Trust") and BISYS Fund Services Ohio, Inc. ("BISYS"). The parties
hereby amend the Fund Accounting Agreement between the Trust and BISYS Fund
Services, Inc, dated as of October 1, 1996, and the Amendment to the Fund
Accounting Agreement, between the Trust, BISYS Fund Services, Inc. and BISYS,
dated as of October 1, 1998, as set forth below.
WHEREAS, the parties hereto wish to modify Schedule A entitled "Fees" to
the Agreement.
NOW THEREFORE, in consideration of the foregoing and the mutual premises
and covenants herein set forth, the parties agree as follows:
1. Capitalized terms not otherwise defined herein shall have the same
meaning as in the Agreement.
2. Schedule A to the Agreement shall be amended by replacing it with the
following:
Effective as of May 1, 2000, Fund Accountant shall be entitled to
receive fees from each Fund in accordance with the following
schedule:
ANNUAL FEES:
$30,000 annual per Fund fee for each of the following Funds:
U.S. Small Capitalization Series;
Japan Series; and
International Small Capitalization Series.
$40,000 annual per Fund fee for each of the following Funds
plus an additional annual fee of $10,000 per class per Fund
in the event new classes of shares are added:
Barr Rosenberg Double Alpha Market Fund;
Barr Rosenberg Market Neutral Fund; Barr
Rosenberg Select Sectors Market Neutral Fund;
AXA Rosenberg International Equity Fund ;
AXA Rosenberg Enhanced 500 Fund; and
<PAGE>
AXA Rosenberg Global Market Neutral Fund.
OUT-OF-POCKET EXPENSES:
BISYS shall be entitled to be reimbursed for all reasonable
out-of-pocket expenses, including, but not limited to, the
expenses set forth in Section 4 of the Fund Accounting
Agreement to which this Schedule A is attached.
3. This Amendment may be executed in one or more counterparts, each of
which will be deemed an original, but all of which together shall
constitute one and the same instrument.
4. Except as specifically set forth herein, all other provisions of the
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first written above.
BARR ROSENBERG SERIES TRUST
By: RICHARD L. SAALFELD
---------------------------
Title: President
------------------------
BISYS FUND SERVICES OHIO, INC.
By: MARK. A. DILLON
---------------------------
Title: Executive Vice President
------------------------
2
<PAGE>
<TABLE>
<S><C>
ROPES & GRAY
EXHIBIT 23(i)
30 KENNEDY PLAZA ONE INTERNATIONAL PLACE ONE FRANKLIN SQUARE
PROVIDENCE, RI 02903-2356 BOSTON, MASSACHUSETTS 02110-2624 1301 K STREET, N.W.
(401) 455-4400 (617) 951-7000 SUITE 800 EAST
FAX: (401) 455-4401 Fax: (617) 951-7050 WASHINGTON, D.C. 20005-3333
(202) 626-3900
FAX: (202) 626-3961
April 28, 2000
</TABLE>
Barr Rosenberg Series Trust
4 Orinda Way, Building E.
Orinda, CA 94563
Ladies and Gentlemen:
We are furnishing this opinion in connection with the proposed offer and
sale by Barr Rosenberg Series Trust, a Massachusetts business trust (the
"Trust"), of shares of beneficial interest of its AXA Rosenberg Enhanced
500 Fund, AXA Rosenberg International Equity Fund and AXA Rosenberg Global
Market Neutral Fund (the "Shares") pursuant to a registration statement on Form
N-1A (the "Registration Statement") under the Securities Act of 1933, as
amended.
We are familiar with the action taken by the Trustees of the Trust to
authorize the issuance of the Shares. We have examined the Trust's By-Laws and
its Second Amended and Restated Agreement and Declaration of Trust (the
"Declaration of Trust") on file in the office of the Secretary of The
Commonwealth of Massachusetts and such other documents as we deem necessary for
the purposes of this opinion. We assume that upon sale of the Shares the Trust
will receive the net asset value thereof.
Based upon the foregoing, we are of the opinion that the Trust is
authorized to issue an unlimited number of Shares, and that, when the Shares are
issued and sold, they will be validly issued, fully paid and nonassessable by
the Trust.
The Trust is an entity of the type commonly known as a "Massachusetts
business trust." 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
the property of the particular series of shares for all loss and expense of any
shareholder of that series
<PAGE>
Barr Rosenberg Series Trust - 2 - April 28, 2000
held personally liable solely by reason of his or her having been a shareholder
of that series. Thus, the risk of shareholder liability is limited to
circumstances in which that series itself would be unable to meet its
obligations.
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
ROPES & GRAY
Ropes & Gray
<PAGE>
EXHIBIT 23(j)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the references to us under the headings
"Independent Accountants" and "Financial Statements" in the Statement of
Additional Information constituting parts of this Post-Effective Amendment
No. 31 to the registration statement on Form N1-A (the "Registration
Statement") relating to the AXA Rosenberg Enhanced 500 Fund, the AXA
Rosenberg International Equity Fund and the AXA Rosenberg Global Market
Neutral Fund (each a portfolio of Barr Rosenberg Series Trust).
PRICEWATERHOUSECOOPERS LLP
- --------------------------
PricewaterhouseCoopers LLP
San Francisco, California
April 28, 2000
<PAGE>
EXHIBIT 23(m)(2)
BARR ROSENBERG SERIES TRUST
Distribution and Service Plan (Class A)
This Plan (the "Plan") dated as of February 28, 2000, constitutes the
Distribution and Service Plan with respect to the Class A shares of BARR
ROSENBERG SERIES TRUST, a Massachusetts business trust (the "Trust").
Section 1. The Trust will pay to the principal distributor of the Trust's
shares (the "Distributor") a fee (the "Distribution and Service Fee") for
services rendered and expenses borne by the Distributor in connection with the
distribution of Class A shares of the Trust and/or in connection with personal
service rendered to Class A shareholders of the Trust and/or maintenance of
Class A shareholder accounts, at an annual rate with respect to each fund
(series) of the Trust (a "Fund") not to exceed 0.50% of the Fund's average daily
net assets attributable to its Class A shares. Subject to such limit and subject
to the provisions of Section 8 hereof, the Distribution and Service Fee shall be
as approved from time to time by (a) the Trustees of the Trust and (b) the
Independent Trustees of the Trust and may be paid in respect of services
rendered and expenses borne in the past as to which no Distribution and Service
Fee was paid on account of such limitation. If at any time this Plan shall not
be in effect with respect to all Funds of the Trust, the Distribution and
Service Fee shall be computed on the basis of net assets attributable to Class A
shares of those Funds for which the Plan is in effect. The Distribution and
Service Fee shall be accrued daily and paid monthly or at such other intervals
as the Trustees shall determine.
Section 2. The Distribution and Service Fee may be spent by the Distributor
on the distribution of Class A shares of the Trust and/or on personal services
rendered to Class A shareholders of the Trust and/or maintenance of Class A
shareholder accounts (but will generally not be spent on record keeping charges,
accounting expenses, transfer costs, or custodian fees). The Distributor's
expenditures may include, but shall not be limited to, compensation to, and
expenses (including telephone and overhead expenses) of, financial consultants
or other employees of the Distributor or of participating or introducing
brokers, certain banks and other financial intermediaries who aid in the
processing of purchase or redemption requests for Class A shares or the
processing of dividend payments with respect to Class A shares, who provide
information periodically to Class A shareholders showing their positions in a
Fund's Class A shares, who issue confirmations for transactions by Class A
shareholders, who forward communications from the Trust to Class A shareholders,
who render ongoing advice concerning the suitability of particular investment
opportunities offered by the Trust in light of Class A shareholders' needs, who
provide and maintain elective Class A shareholder services such as check writing
and wire transfer services, who provide and maintain pre-authorized investment
plans for Class A shareholders, who act as sole shareholder of record and
nominee for Class A shareholders, who respond to inquiries from Class A
shareholders relating to such services, who
<PAGE>
train personnel in the provision of such services or who provide such similar
services as permitted under applicable statutes, rules or regulations.
Section 3. This Plan shall not take effect until it has been approved,
together with any related agreements, by votes of the majority (or whatever
greater percentage may, from time to time, be required by Section 12(b) of the
Investment Company Act of 1940 (the "Act") or the rules and regulations
thereunder) of both (a) the Trustees of the Trust, and (b) the Independent
Trustees of the Trust cast in person at a meeting called for the purpose of
voting on this Plan or such agreement.
Section 4. This Plan shall continue in effect for a period of more than one
year after it takes effect only so long as such continuance is specifically
approved at least annually in the manner provided for approval of this Plan in
Section 3. It is acknowledged that the Distributor may expend or impute interest
expense in respect of its activities or expenses under this Plan and the
Trustees and the Independent Trustees may give such weight to such interest
expense as they determine in their discretion.
Section 5. Any person authorized to direct the disposition of monies paid
or payable by the Trust pursuant to this Plan or any related agreement shall
provide to the Trustees of the Trust, and the Trustees shall review, at least
quarterly, a written report of the amounts so expended and the purposes for
which such expenditures were made.
Section 6. This Plan may be terminated at any time with respect to the
Class A shares of any Fund by vote of a majority of the Independent Trustees, or
by vote of a majority of the outstanding Class A voting securities of that Fund.
Section 7. All agreements with any person relating to implementation of
this Plan with respect to any Fund shall be in writing, and any agreement
related to this Plan with respect to any Fund shall provide:
A. That such agreement may be terminated at any time, without payment of
any penalty, by vote of a majority of the Independent Trustees or by
vote of majority of the outstanding Class A voting securities of such
Fund, on not more than 60 days' written notice to any other party to
the agreement; and
B. That such agreement shall terminate automatically in the event of its
assignment.
Section 8. This Plan may not be amended to increase materially the amount
of Distribution and Service Fees permitted pursuant to Section 1 hereof without
approval in the manner provided in Section 3 hereof, and all material amendments
to this Plan shall be approved in the manner provided for approval of this Plan
in Section 3 hereof.
2
<PAGE>
Section 9. As used in this Plan, (a) the term "Independent Trustees" shall
mean those Trustees of the Trust who are not interested persons of the Trust,
and have no direct or indirect financial interest in the operation of this Plan
or any agreements related to it, (b) the terms "assignment", "interested person"
and "majority of the outstanding voting securities" shall have the respective
meanings specified in the Act and the rules and regulations thereunder, subject
to such exemptions as may be granted by the Securities and Exchange Commission,
(c) the term "introducing broker" shall mean any broker or dealer who is a
member of the National Association of Securities Dealers, Inc. and who is acting
as an introducing broker pursuant to clearing agreements with the Distributor;
and (d) the term "participating broker" shall mean any broker or dealer which is
a member of the National Association of Securities Dealers, Inc. and who has
entered into a selling or dealer agreement with the Distributor.
Section 10. This Plan has been adopted pursuant to Rule 12b-1 under the Act
and is designed to comply with all applicable requirements imposed under such
Rule. To the extent that any or all of the Distribution and Service Fees may be
deemed to have financed any activity which is primarily intended to result in
the sale of the Trust's shares (within the meaning of Rule 12b-1), all those
Distribution and Service Fees paid by the Trust shall be deemed to be made under
this Plan and pursuant to clause (b) of such Rule.
Dated: February 28, 2000
3
<PAGE>
EXHIBIT 23(m)(3)
BARR ROSENBERG SERIES TRUST
Distribution and Service Plan (Class B)
This Plan (the "Plan") dated as of February 28, 2000, constitutes the
Distribution and Service Plan with respect to the Class B shares of BARR
ROSENBERG SERIES TRUST, a Massachusetts business trust (the "Trust").
Section 1. The Trust will pay to the principal distributor of the Trust's
shares (the "Distributor") a fee (the "Distribution and Service Fee") for
services rendered and expenses borne by the Distributor in connection with the
distribution of Class B shares of the Trust and/or in connection with personal
service rendered to Class B shareholders of the Trust and/or maintenance of
Class B shareholder accounts, at an annual rate with respect to each fund
(series) of the Trust (a "Fund") not to exceed 1.00% of the Fund's average daily
net assets attributable to its Class B shares. Subject to such limit and subject
to the provisions of Section 8 hereof, the Distribution and Service Fee shall be
as approved from time to time by (a) the Trustees of the Trust and (b) the
Independent Trustees of the Trust and may be paid in respect of services
rendered and expenses borne in the past as to which no Distribution and Service
Fee was paid on account of such limitation. If at any time this Plan shall not
be in effect with respect to all Funds of the Trust, the Distribution and
Service Fee shall be computed on the basis of net assets attributable to Class B
shares of those Funds for which the Plan is in effect. The Distribution and
Service Fee shall be accrued daily and paid monthly or at such other intervals
as the Trustees shall determine.
Section 2. The Distribution and Service Fee may be spent by the Distributor
on the distribution of Class B shares of the Trust and/or on personal services
rendered to Class B shareholders of the Trust and/or maintenance of Class B
shareholder accounts (but will generally not be spent on record keeping charges,
accounting expenses, transfer costs, or custodian fees). The Distributor's
expenditures may include, but shall not be limited to, compensation to, and
expenses (including telephone and overhead expenses) of, financial consultants
or other employees of the Distributor or of participating or introducing
brokers, certain banks and other financial intermediaries who aid in the
processing of purchase or redemption requests for Class B shares or the
processing of dividend payments with respect to Class B shares, who provide
information periodically to Class B shareholders showing their positions in a
Fund's Class B shares, who issue confirmations for transactions by Class B
shareholders, who forward communications from the Trust to Class B shareholders,
who render ongoing advice concerning the suitability of particular investment
opportunities offered by the Trust in light of Class B shareholders' needs, who
provide and maintain elective Class B shareholder services such as check writing
and wire transfer services, who provide and maintain pre-authorized investment
plans for Class B shareholders, who act as sole shareholder of record and
nominee for Class B shareholders, who respond to inquiries from Class B
shareholders relating to such services, who
<PAGE>
train personnel in the provision of such services or who provide such similar
services as permitted under applicable statutes, rules or regulations.
Section 3. This Plan shall not take effect until it has been approved,
together with any related agreements, by votes of the majority (or whatever
greater percentage may, from time to time, be required by Section 12(b) of the
Investment Company Act of 1940 (the "Act") or the rules and regulations
thereunder) of both (a) the Trustees of the Trust, and (b) the Independent
Trustees of the Trust cast in person at a meeting called for the purpose of
voting on this Plan or such agreement.
Section 4. This Plan shall continue in effect for a period of more than one
year after it takes effect only so long as such continuance is specifically
approved at least annually in the manner provided for approval of this Plan in
Section 3. It is acknowledged that the Distributor may expend or impute interest
expense in respect of its activities or expenses under this Plan and the
Trustees and the Independent Trustees may give such weight to such interest
expense as they determine in their discretion.
Section 5. Any person authorized to direct the disposition of monies paid
or payable by the Trust pursuant to this Plan or any related agreement shall
provide to the Trustees of the Trust, and the Trustees shall review, at least
quarterly, a written report of the amounts so expended and the purposes for
which such expenditures were made.
Section 6. This Plan may be terminated at any time with respect to the
Class B shares of any Fund by vote of a majority of the Independent Trustees, or
by vote of a majority of the outstanding Class B voting securities of that Fund.
Section 7. All agreements with any person relating to implementation of
this Plan with respect to any Fund shall be in writing, and any agreement
related to this Plan with respect to any Fund shall provide:
A. That such agreement may be terminated at any time, without payment of
any penalty, by vote of a majority of the Independent Trustees or by
vote of majority of the outstanding Class B voting securities of such
Fund, on not more than 60 days' written notice to any other party to
the agreement; and
B. That such agreement shall terminate automatically in the event of its
assignment.
Section 8. This Plan may not be amended to increase materially the amount
of Distribution and Service Fees permitted pursuant to Section 1 hereof without
approval in the manner provided in Section 3 hereof, and all material amendments
to this Plan shall be approved in the manner provided for approval of this Plan
in Section 3 hereof.
2
<PAGE>
Section 9. As used in this Plan, (a) the term "Independent Trustees" shall
mean those Trustees of the Trust who are not interested persons of the Trust,
and have no direct or indirect financial interest in the operation of this Plan
or any agreements related to it, (b) the terms "assignment", "interested person"
and "majority of the outstanding voting securities" shall have the respective
meanings specified in the Act and the rules and regulations thereunder, subject
to such exemptions as may be granted by the Securities and Exchange Commission,
(c) the term "introducing broker" shall mean any broker or dealer who is a
member of the National Association of Securities Dealers, Inc. and who is acting
as an introducing broker pursuant to clearing agreements with the Distributor;
and (d) the term "participating broker" shall mean any broker or dealer which is
a member of the National Association of Securities Dealers, Inc. and who has
entered into a selling or dealer agreement with the Distributor.
Section 10. This Plan has been adopted pursuant to Rule 12b-1 under the Act
and is designed to comply with all applicable requirements imposed under such
Rule. To the extent that any or all of the Distribution and Service Fees may be
deemed to have financed any activity which is primarily intended to result in
the sale of the Trust's shares (within the meaning of Rule 12b-1), all those
Distribution and Service Fees paid by the Trust shall be deemed to be made under
this Plan and pursuant to clause (b) of such Rule.
Dated: February 28, 2000
3
<PAGE>
EXHIBIT 23(m)(4)
BARR ROSENBERG SERIES TRUST
Distribution and Service Plan (Class C)
This Plan (the "Plan") dated as of February 28, 2000, constitutes the
Distribution and Service Plan with respect to the Class C shares of BARR
ROSENBERG SERIES TRUST, a Massachusetts business trust (the "Trust").
Section 1. The Trust will pay to the principal distributor of the Trust's
shares (the "Distributor") a fee (the "Distribution and Service Fee") for
services rendered and expenses borne by the Distributor in connection with the
distribution of Class C shares of the Trust and/or in connection with personal
service rendered to Class C shareholders of the Trust and/or maintenance of
Class C shareholder accounts, at an annual rate with respect to each fund
(series) of the Trust (a "Fund") not to exceed 1.00% of the Fund's average daily
net assets attributable to its Class C shares. Subject to such limit and subject
to the provisions of Section 8 hereof, the Distribution and Service Fee shall be
as approved from time to time by (a) the Trustees of the Trust and (b) the
Independent Trustees of the Trust and may be paid in respect of services
rendered and expenses borne in the past as to which no Distribution and Service
Fee was paid on account of such limitation. If at any time this Plan shall not
be in effect with respect to all Funds of the Trust, the Distribution and
Service Fee shall be computed on the basis of net assets attributable to Class C
shares of those Funds for which the Plan is in effect. The Distribution and
Service Fee shall be accrued daily and paid monthly or at such other intervals
as the Trustees shall determine.
Section 2. The Distribution and Service Fee may be spent by the Distributor
on the distribution of Class C shares of the Trust and/or on personal services
rendered to Class C shareholders of the Trust and/or maintenance of Class C
shareholder accounts (but will generally not be spent on record keeping charges,
accounting expenses, transfer costs, or custodian fees). The Distributor's
expenditures may include, but shall not be limited to, compensation to, and
expenses (including telephone and overhead expenses) of, financial consultants
or other employees of the Distributor or of participating or introducing
brokers, certain banks and other financial intermediaries who aid in the
processing of purchase or redemption requests for Class C shares or the
processing of dividend payments with respect to Class C shares, who provide
information periodically to Class C shareholders showing their positions in a
Fund's Class C shares, who issue confirmations for transactions by Class C
shareholders, who forward communications from the Trust to Class C shareholders,
who render ongoing advice concerning the suitability of particular investment
opportunities offered by the Trust in light of Class C shareholders' needs, who
provide and maintain elective Class C shareholder services such as check writing
and wire transfer services, who provide and maintain pre-authorized investment
plans for Class C shareholders, who act as sole shareholder of record and
nominee for Class C shareholders, who respond to inquiries from Class C
shareholders relating to such services, who
<PAGE>
train personnel in the provision of such services or who provide such similar
services as permitted under applicable statutes, rules or regulations.
Section 3. This Plan shall not take effect until it has been approved,
together with any related agreements, by votes of the majority (or whatever
greater percentage may, from time to time, be required by Section 12(b) of the
Investment Company Act of 1940 (the "Act") or the rules and regulations
thereunder) of both (a) the Trustees of the Trust, and (b) the Independent
Trustees of the Trust cast in person at a meeting called for the purpose of
voting on this Plan or such agreement.
Section 4. This Plan shall continue in effect for a period of more than one
year after it takes effect only so long as such continuance is specifically
approved at least annually in the manner provided for approval of this Plan in
Section 3. It is acknowledged that the Distributor may expend or impute interest
expense in respect of its activities or expenses under this Plan and the
Trustees and the Independent Trustees may give such weight to such interest
expense as they determine in their discretion.
Section 5. Any person authorized to direct the disposition of monies paid
or payable by the Trust pursuant to this Plan or any related agreement shall
provide to the Trustees of the Trust, and the Trustees shall review, at least
quarterly, a written report of the amounts so expended and the purposes for
which such expenditures were made.
Section 6. This Plan may be terminated at any time with respect to the
Class C shares of any Fund by vote of a majority of the Independent Trustees, or
by vote of a majority of the outstanding Class C voting securities of that Fund.
Section 7. All agreements with any person relating to implementation of
this Plan with respect to any Fund shall be in writing, and any agreement
related to this Plan with respect to any Fund shall provide:
A. That such agreement may be terminated at any time, without payment of
any penalty, by vote of a majority of the Independent Trustees or by
vote of majority of the outstanding Class C voting securities of such
Fund, on not more than 60 days' written notice to any other party to
the agreement; and
B. That such agreement shall terminate automatically in the event of its
assignment.
Section 8. This Plan may not be amended to increase materially the amount
of Distribution and Service Fees permitted pursuant to Section 1 hereof without
approval in the manner provided in Section 3 hereof, and all material amendments
to this Plan shall be approved in the manner provided for approval of this Plan
in Section 3 hereof.
2
<PAGE>
Section 9. As used in this Plan, (a) the term "Independent Trustees" shall
mean those Trustees of the Trust who are not interested persons of the Trust,
and have no direct or indirect financial interest in the operation of this Plan
or any agreements related to it, (b) the terms "assignment", "interested person"
and "majority of the outstanding voting securities" shall have the respective
meanings specified in the Act and the rules and regulations thereunder, subject
to such exemptions as may be granted by the Securities and Exchange Commission,
(c) the term "introducing broker" shall mean any broker or dealer who is a
member of the National Association of Securities Dealers, Inc. and who is acting
as an introducing broker pursuant to clearing agreements with the Distributor;
and (d) the term "participating broker" shall mean any broker or dealer which is
a member of the National Association of Securities Dealers, Inc. and who has
entered into a selling or dealer agreement with the Distributor.
Section 10. This Plan has been adopted pursuant to Rule 12b-1 under the Act
and is designed to comply with all applicable requirements imposed under such
Rule. To the extent that any or all of the Distribution and Service Fees may be
deemed to have financed any activity which is primarily intended to result in
the sale of the Trust's shares (within the meaning of Rule 12b-1), all those
Distribution and Service Fees paid by the Trust shall be deemed to be made under
this Plan and pursuant to clause (b) of such Rule.
Dated: February 28, 2000
3
<PAGE>
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 (February 28, 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 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 (or Select)(2)
Class shares. Each class is subject to such investment minimums and
- -------------------
(1) The current operational Funds of the Trust are 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. Three additional Funds, the AXA Rosenberg Enhanced 500 Fund, the AXA
Rosenberg International Equity Fund and the AXA Rosenberg Global Market
Neutral Fund, are scheduled to become operational on or about May 1, 2000.
(2) The Select Class of the U.S. Small Capitalization Series, the International
Small Capitalization Series and the Japan Series has characteristics identical
to those of the other Funds' Investor Class. Accordingly, those two classes are
treated alike under this Plan.
<PAGE>
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.
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 (or Select) 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 (or
Select) 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
-2-
<PAGE>
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.
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
---------------- ----------
<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.
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<PAGE>
Institutional Class, Adviser Class and Investor (or Select) 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.
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 Service Fees"). Class A shares of each Fund
pay a Distribution and 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
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 Service Fees ("12b-1 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 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 distribution and service plans with respect to the
Investor and Select Class shares of the Funds. Each 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 (or Select) 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 (or Select) 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
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<PAGE>
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 o.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 (or Select) Class shares pay the
expenses associated with 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 12b-1 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
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<PAGE>
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.
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 (or Select)
Class shares offered by any other Fund which offers such class of shares, or
VICE VERSA, provided that the Institutional Class or Investor (or Select) 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 12b-1 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
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<PAGE>
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
Expenses may be waived or reimbursed by AXA Rosenberg Investment Management
LLC (the Adviser"), 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.
-7-
<PAGE>
EXHIBIT 23(p)(1)
BARR ROSENBERG SERIES TRUST - CODE OF ETHICS
In order to ensure that personnel of Barr Rosenberg Series Trust (the
"Trust") comply with the requirements of Section 17(j) of the Investment Company
Act of 1940 (the "Act") and of Rule 17j-1 thereunder, the Trust has adopted the
Code of Ethics (the "Code") set forth below.
Certain of the officers and Trustees of the Trust are officers or
directors of the Trust's investment manager, AXA Rosenberg Investment Management
LLC ("AXA"). AXA reviews and determines investment policies for the Trust and
manages the day-to-day investment affairs of the Trust, including selecting
securities to be purchased, held and sold, and placing orders for portfolio
transactions.
I. DEFINITIONS
(A) "Access person" means any Trustee, officer or advisory person of
the Trust.
(B) "Advisory person" means (i) any employee of the Trust or of any
company in a control relationship to the Trust, who, in connection
with his or her regular functions or duties, makes, participates
in, or obtains information regarding the purchase or sale of a
security by the Trust, or whose functions relate to the making of
any recommendations with respect to such purchases or sales; and
(ii) any natural person in a control relationship to the Trust who
obtains information concerning recommendations made to the Trust
with regard to the purchase or sale of a security.
(C) A security is "being considered for purchase or sale" when a
recommendation to purchase or sell a security has been made and
communicated or, with respect to the person making the
recommendation, when such person seriously considers making such a
recommendation.
(D) A security is "being purchased or sold" by an Investment Company
from the time when a purchase or sale program has been
communicated to the person who placed the buy and sell orders for
such Investment Company until the time when such program has been
fully completed and terminated.
(E) "Beneficial ownership" shall be interpreted in the same manner as
it would be in determining whether a person is subject to the
provisions of Section 16 of the Securities Exchange Act of 1934
and the rules and regulations thereunder,
<PAGE>
except that the determination of direct or indirect beneficial
ownership shall apply to all securities which an access person has
or acquires.
(F) "Control" shall have the same meaning as that set forth in Section
2(a)(9) of the Act. Section 2(a)(9) provides that "control" means
the power to exercise a controlling influence over the management
or policies of a company, unless such power is solely the result
of an official position with such company.
(G) "Disinterested Trustee" means a Trustee of the Trust who is not an
"interested person" of the Trust within the meaning of Section
2(a)(19) of the Act.
(H) "Security" shall have the meaning set forth in Section 2(a)(36) of
the Act, except that it shall not include securities issued by the
Government of the United States (including government money market
instruments of the type issued by agencies of the federal
government or guaranteed by the federal government or its
agencies) bankers' acceptances, bank certificates of deposit,
commercial paper and shares of registered open-end investment
companies, or such other securities as may be excepted under the
provisions of Rule 17j-1.
(I) "Security held or to be acquired" by the Trust means any security
which, within the most recent fifteen days, (i) is or has been
held by the Trust, or (ii) is being or has been considered by the
Trust or its investment adviser for purchase by the Trust.
A person who normally only assists in the preparation of public reports, or
receives public reports, but receives no information about current
recommendations or trading is neither an "advisory person" nor an "access
person." A single instance or infrequent, inadvertent instances of obtaining
knowledge does not make one either then or for all times an advisory person.
Under the definition of "advisory person" the phrase "makes . . . the purchase
or sale" means someone who places orders or otherwise arranges transactions. An
advisory person or access person of the Trust does not include an employee of a
company in a control relationship to the Trust where such company is required to
have a code of ethics containing provisions reasonably necessary to prevent its
access persons from engaging in any act, practice or course of business
prohibited by Rule 17j-1(a) and such employee is required to report his
transactions to such company.
II. EXEMPTED TRANSACTIONS
The prohibitions of Section III of this Code shall not apply to the
following transactions by access persons:
(1) Purchases or sales over which the access person has no
direct or indirect influence or control.
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<PAGE>
(2) Purchases or sales of securities which are not eligible for
purchase or sale by the Trust, as determined by reference
to the Act and blue sky laws and regulations thereunder,
the investment objectives and policies and investment
restrictions of the Trust and its series, undertakings made
to regulatory authorities, and other policies adopted from
time to time by the Trust or AXA.
(3) Purchases or sales which are nonvolitional on the part of
either the access person or the Trust, including purchases
or sales upon exercise of puts or calls written by the
access person and sales from a margin account pursuant to a
bona fide margin call.
(4) Purchases which are part of an automatic dividend
reinvestment plan.
(5) Purchases effected upon the exercise of rights issued by an
issuer PRO RATA to all holders of a class of its
securities, to the extent such rights were acquired from
such issuer.
(6) Transactions which appear to present no reasonable
likelihood of harm to the Trust, which are otherwise in
accordance with Rule 17j-1, and which the President of the
Trust has authorized in advance. Such transactions would
normally include purchases or sales of up to 500 shares of
a security which is being considered for purchase or sale
by the Trust (but not being purchased or sold) if the
issuer has a market capitalization of over $1 billion.
(7) Transactions which the Disinterested Trustees, after
consideration of all the facts and circumstances, determine
to have not been fraudulent, deceptive or manipulative as
to the Trust.
III. PROHIBITED PURCHASES AND SALES
(A) No access person shall, in connection with the purchase or sale,
directly or indirectly, by such person of a security held or to be
acquired by the Trust:
(1) employ any device, scheme or artifice to defraud the Trust;
(2) make to the Trust any untrue statement of material fact or
omit to state to the Trust a material fact necessary in
order to make the statements made, in light of the
circumstances under which they are made, not misleading;
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<PAGE>
(3) engage in any act, practice or course of business which
would operate as a fraud or deceit upon the Trust; or
(4) engage in any manipulative practice with respect to the
Trust.
(B) In this connection, subject to the exceptions stated in Section II
of this Code, it shall be impermissible for any access person to
purchase or sell, directly or indirectly, any security (or any
option to purchase or sell such security) in which he had, or by
reason of such transaction acquires, any direct or indirect
beneficial ownership and which he actually knows at the time of
such purchase or sale:
(1) is being considered for purchase or sale by the Trust; or
(2) is being purchased or sold by the Trust.
(C) Any access person who questions whether a contemplated transaction
is prohibited by this Code should discuss the transaction with the
President of the Trust prior to proceeding with the transaction.
IV. REPORTING
(A) Every access person shall file with the Clerk of the Trust a
report containing the information described in Section IV(C) of
this Code with respect to transactions in any security in which
such access person has, or by reason of such transaction acquires,
any direct or indirect beneficial ownership in the security
(regardless of whether such transaction is listed in Section
II(2)-(6); provided, however, that such access person shall not be
required to make a report with respect to transactions effected
for any account over which such person does not have any direct or
indirect influence or control, and provided, further, that the
term "security" does not include the savings or demand deposit
accounts of access persons with banks or thrifts.
(B) A Disinterested Trustee of the Trust need only report a
transaction, if at the time of that transaction, such Trustee knew
or, in the ordinary course of fulfilling his official duties as a
Trustee, should have known that, during the 15-day period
immediately preceding or following the date of the transaction by
the Trustee, such security is or was purchased or sold by the
Trust or was being considered by the Trust or AXA for purchase or
sale by the Trust. (The "should have known" standard implies no
duty or inquiry, does not presume that there should have been any
deduction or extrapolation for discussions or memoranda dealing
with tactics to be employed in meeting the Trust's investment
objectives, or that any knowledge is to be imputed because of
prior
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<PAGE>
knowledge of the Trust's portfolio holdings, market
considerations, or the Trust's investment policies, objectives and
restrictions.)
(C) Every report shall be made not later than 10 days after the end of
the calendar quarter in which the transaction to which the report
relates was effected, and shall contain the following information:
(1) The date of the transaction and the title and number of
shares of principal amount of each security involved;
(2) The nature of the transaction (i.e., purchase, sale or any
other type of acquisition or disposition), including
information sufficient to establish any exemption listed in
Sections II(2)-(6) which is relied upon;
(3) The price at which the transaction was effected; and
(4) The name of the broker, dealer or bank with or through whom
the transaction was effected.
(D) The making of such report shall not be construed as an admission
by the person making such report that he has any direct or
indirect beneficial ownership in the security to which the report
relates, and the existence of any report shall not be construed as
an admission that any event reported on constitutes a violation of
Section III (A) hereof.
V. REVIEW AND ENFORCEMENT
(A) REVIEW
(1) The President of the Trust shall cause the reported
personal securities transactions to be compared with
completed and contemplated portfolio transactions of the
Trust to determine whether any transactions (each a
"Reviewable Transaction") listed in Section III may have
occurred.
(2) If the President of the Trust determines that a Reviewable
Transaction may have occurred, he shall then determine
whether a violation of this Code may have occurred, taking
into account all the exceptions provided under Section II.
Before making any determination that a violation has been
committed by an individual, the President of the Trust
shall give such person an opportunity to supply additional
information regarding the transaction in question.
(B) ENFORCEMENT
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<PAGE>
(1) If the President of the Trust determines that a violation
of this Code may have occurred, he shall promptly report
the possible violation to the Trustees of the Trust, who,
with the exception of any person whose transaction is under
consideration, shall take such actions as they consider
appropriate, including imposition of any sanctions that
they consider appropriate.
(2) No person shall participate in a determination of whether
he has committed a violation of this code or in the
imposition of any sanction against himself. If a securities
transaction of the President of the Trust is under
consideration, a Trustee or other officer of the Trust
designated for the purpose by the vote of the Trustees of
the Trust, shall act in all respects in the manner
prescribed herein for the President of the Trust.
VI. INVESTMENT ADVISER'S CODE OF ETHICS
Any investment manager, adviser or sub-adviser and any principal
underwriter of the Trust shall:
(A) Submit to the Board of Trustees of the Trust a copy of a Code of
Ethics adopted pursuant to Rule 17j-1 and satisfactory to the
Trust;
(B) Promptly report to the Trust in writing any material amendments to
such Code;
(C) Promptly furnish to the Trust upon request at any time and from
time to time copies of any reports made pursuant to such Code by
any person who is an advisory person or access person as to the
Trust; and
(D) Shall immediately furnish to the Trust, without request, all
material information regarding any violation of such Code by any
person who is an advisory person or access person as to the Trust.
VII. RECORDS
(A) The Trust shall maintain records in the manner and to the extent
set forth below, which records may be maintained on microfilm
under the conditions described in Rule 31a-2(f)(1) under the Act
and shall be available for appropriate examination by
representatives of the Securities and Exchange Commission.
(1) A copy of this Code and any other code which is, or at any
time within the past five years has been, in effect shall
be preserved in an easily accessible place.
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<PAGE>
(2) A record of any violation of this Code and of any action
taken as a result of such violation shall be preserved in
an easily accessible place for a period of not less than
five years following the end of the fiscal year in which
the violation occurs.
(3) A copy of each report made pursuant to this Code by any
access person shall be preserved by the Trust for a period
of not less than five years from the end of the fiscal year
in which it is made, the first two years in an easily
accessible place.
(4) A list of all persons who are, or within the past five
years have been, required to make reports pursuant to this
Code shall be maintained in an easily accessible place.
(B) CONFIDENTIALITY
All reports of securities transactions and any other information filed
with the Trust pursuant to this Code shall be treated as confidential,
except as regards appropriate examinations by representatives of the
Securities and Exchange Commission.
VIII. AMENDMENT; INTERPRETATION OF PROVISIONS
The Trustees may from time to time amend this Code or adopt such
interpretations of this Code as they deem appropriate.
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<PAGE>
Exhibit 23(p)(2)
CODE OF ETHICS
OF
AXA ROSENBERG INVESTMENT MANAGEMENT LLC
This Code of Ethics (the "Code"), has been adopted by AXA Rosenberg Investment
Management LLC (the "Company") on April 26, 2000. The Code shall apply to all
Covered Persons (as defined below in Section 2), except as noted in Section 3
below.
1. STATEMENT OF GENERAL PRINCIPLES.
This Code is intended as a statement of general fiduciary principles that govern
the personal investment and other activities of all Covered Persons. In addition
to the specific standards and guidelines set forth below, Covered Persons must
govern themselves in accordance with the AXA Rosenberg Group Policy On Personal
Trading and Insider Trading (attached as Exhibit 1 and incorporated herein by
reference) and the following general principles:
A. The Code is based on the principle that all Covered Persons owe a
fiduciary duty to, among others, the shareholders of the U.S. registered
investment companies and series thereof (each a "Fund" and, collectively,
the "Funds") and other clients for which the Company acts as investment
adviser (each a "Client" and, collectively, its "Clients"), to conduct
their personal securities transactions in a manner which does not
interfere with a Fund's or a Client's portfolio transactions or otherwise
take unfair advantage of their relationship to any Fund or Client. Persons
covered by this Code must adhere to this general principle and must comply
with the specific provisions contained in the Code and in the AXA
Rosenberg Group Policy On Personal Trading and Insider Trading.
B. Covered Persons should not take inappropriate advantage of their
positions. Troublesome questions can arise whenever Covered Persons
receive unusual investment opportunities, perquisites, or gifts of more
than de minimis value from persons doing or seeking to do business with a
Fund or the Company. As a general principle, it is imperative that those
who work for or on behalf of the Fund or the Company avoid any situation
which might compromise or call into question the exercise of their fully
independent judgment or the fulfillment of their fiduciary duties to any
Fund or Client.
C. This Code does not attempt to identify all possible conflicts of
interests and literal compliance with each of the specific procedures will
not necessarily shield Covered Persons from liability for personal trading
or other conduct which violates their fiduciary duties to a Fund or a
Client. In addition to the specific prohibitions contained in this Code,
Covered Persons are also subject to a general requirement not to engage in
any act or practice that would defraud a Fund or Client. This general
prohibition includes, in
1
<PAGE>
connection with the purchase or sale of a Security Held or to be Acquired
(as such term is defined in Section 2 below) by a Fund or Client:
(i) Making any untrue statement of a material fact;
(ii) Creating materially misleading impressions by omitting to
state or failing to provide any information necessary to make
any statements made, in light of the circumstances in which
they are made, not misleading;
(iii) Making investment changes in the research model and trading
decisions other than for the benefit of and in the overall
best interest of the Company's Funds and Clients;
(iv) Using information about investment or trading decisions or
changes in the research model (whether considered, proposed
or made) to benefit or avoid economic injury to anyone other
than a Fund or a Client;
(v) Taking, delaying, or omitting to take any action with respect
to any research model recommendation or report or any
investment or trading decision for a Fund or a Client in
order to avoid economic injury to anyone other than a Fund or
a Client;
(vi) Purchasing or selling a Security on the basis of knowledge of
a possible trade by or for a Fund or a Client;
(vii) Revealing to any other person (except in the normal course of
an Covered Person's duties on behalf of a Fund or a Client)
any information regarding Securities transactions by a Fund
or on behalf of a Client or the consideration by a Fund or a
Client of any such Securities transactions; or
(viii) Engaging in any manipulative practice with respect to a
Fund or a Client.
2. DEFINITIONS.
A. "Covered Person" means any director, trustee, officer, member, employee,
general partner, or Advisory Person of the Company including any person
whose function causes such person to be an "Access Person" of the Company
as defined by Rule 17j-1 of the Investment Company Act of 1940
("Investment Company Act"). In addition, "Covered Person" includes any
director, officer, or employee of a Subadviser or Distributor whose
function causes such person to be an "Access Person" as defined by Rule
17j-1 of the Investment Company Act."Covered Person" shall also include
all "Investment Personnel" (as defined herein).
B. "Advisory Person" means any employee of a Fund or the Company, or of any
company in a Control relationship to a Fund or the Company, who, in
connection with his regular
2
<PAGE>
functions or duties, makes, participates in, or obtains information,
regarding the purchase or sale of a Security by a Fund, or whose functions
relate to the making of any recommendations with respect to such purchases
or sales.
C. "AXA Rosenberg Group Policy On Personal Trading and Insider Trading" means
the personal trading policy and procedures (as the same may from time to
time be revised, amend or restated) applicable to Covered Persons.
D. "Beneficial Ownership" shall be interpreted in the same manner as it would
be in determining whether a person is subject to the provisions of Section
16a-1(a)(2) of the Securities Exchange Act of 1934 and the rules and
regulations thereunder, except that the determination of direct or
indirect beneficial ownership shall apply to all securities which an
Covered Person has or acquires.
E. "Company" shall mean AXA Rosenberg Investment Management LLC.
F. "Compliance Officer" shall mean that person, as designated by the Company
from time to time, who is primarily responsible for the various compliance
functions of such officer as set forth in this Code and for ensuring that
the provisions of this Code are followed by those persons to whom they
apply. Initially, the Compliance Officer shall be William R. Wiebe, Esq.
G. "Control" shall have the same meaning as that set forth in Section 2(a)(9)
of the Investment Company Act.
H. "Distributor" means Barr Rosenberg Funds Distributor, Inc.
I. "Fund" means the investment companies and series thereof.
J. "Client" means any person or other business entities for which the Company
acts as investment adviser.
K. "Initial Public Offering" means an offering of securities registered under
the Securities Act of 1933 [15 U.S.C. 77a], the issuer of which,
immediately before the registration, was not subject to the reporting
requirements of sections 13 of 15(d) of the Securities Exchange Act of
1934 [15 U.S.C. 78m or 78o(d)].
L. "Investment Personnel" means: (i) Any employee of a Fund or the Company
(or of any company in a Control relationship to a Fund or the Company)
who, in connection with his or her regular functions or duties, makes or
participates in making recommendations regarding the purchase or sale of
securities by a Fund; (ii) any natural person who controls a Fund or the
Company and who obtains information concerning recommendations made to a
Fund regarding the purchase or sale of securities by such Fund.
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M. "Purchase or sale of a Security" includes, INTER ALIA, the writing of an
option to purchase or sell a security, including any security that is
convertible into or exchangeable for any security that is held or to be
acquired by a Fund or a Client.
N. "Restricted Person" means the Covered Person, his/her spouse (including
any domestic partner or "significant other" of the Covered Person living
in the same household as the Covered Person), the Covered Person's minor
children, and/or any other of the Covered Person's immediate adult family
members living in the same household as the Covered Person to whom the
Covered Person provides investment advice or information relating to such
proposed trade (please note that Covered Persons are prohibited from
disclosing any investment information obtained in the course of their work
with the Company, except as required by law or as required for legitimate
Company business purposes) or any trust(s) of which the Covered Person or
a Restricted Person is a trustee or beneficiary.
O. "Security" shall have the meaning set forth in Section 2(a)(36) of the
Investment Company Act, except that it shall not include shares of
registered open-end investment companies, securities issued by the
Government of the United States, short-term debt securities which are
"government securities" within the meaning of Section 2(a)(16) of the
Investment Company Act, repurchase agreements and other high quality short
term debt instruments (any instrument with a maturity at issuance of less
than 366 days and that is rated in one of the two highest rating
categories by a nationally recognized rating organization), bankers'
acceptances, bank certificates of deposit, commercial paper, and such
other money market instruments as designated by the board of trustees of a
Fund.
P. "Security Held or to be Acquired" by a Fund or a Client means: any
Security (including any option to purchase or sell, and any security
convertible into or exchangeable for, a Security) which: (A) is held by
the Fund or in a Client account; or (B) is being considered by the Fund or
the Company for purchase by a Fund or a Client account.
Q. "Subadviser" means such companies, if any, which may from time to time act
as a subadviser to the Company for a Fund.
3. APPLICATION.
The Subadvisers to a Fund, if any, and their affiliates will have their own
Codes of Ethics pursuant to Rule 17j-l under the Investment Company Act. Any
person, who is subject to a Subadviser's Code of Ethics that has been approved
by a Fund's trustees pursuant to Rule 17j-1 and who complies with such Code,
shall not be subject to the provisions of this Code with respect to his
relations with such Fund.
4. EXEMPTED TRANSACTIONS.
The prohibitions of Section 5 of this Code shall not apply to:
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(i) Purchases or sales of Securities effected in any account over which
the Covered Person has no direct or indirect influence or control.
(ii) Purchases or sales of Securities which are non-volitional on the
part of the Covered Person or the relevant Fund of Client account.
(iii) Purchases of Securities which are part of an automatic dividend
reinvestment plan.
(iv) Purchases of Securities effected upon the exercise of rights issued
by an issuer pro rata to all holders of a class of its securities,
to the extent such rights were acquired from such issuer, and sales
of such rights so acquired.
5. PROHIBITED PURCHASES OR SALES.
A Covered Person shall not purchase or sell, directly or indirectly, any
Security in which he or she has, or by reason of such transaction acquires, any
direct or indirect Beneficial Ownership and which he or she knows (or should
have known at the time of such purchase or sale):
(i) is being (or is recommended to be) purchased by the Company's
investment model on behalf of a Fund or a Client (in the case of a
purchase of a Security by an Covered Person); or
(ii) is being (or is recommended to be) sold by the Company's investment
model on behalf of a Fund or a Client (in the case of a sale of a
Security by an Covered Person); or
(iii) for any other reason has not been approved by the Compliance Officer
(or his or her designated representative).
6. PRE-CLEARANCE OF PERSONAL TRADES.
For any non-exempt transaction, Covered Persons shall obtain approval from the
Compliance Officer (or his or her designated representative) prior to the
acquisition or sale of any Security on behalf of any Restricted Person (such
transactions shall include any "trade" as defined in the AXA Rosenberg Group
Policy On Personal Trading and Insider Trading). Any request for pre-clearance
of a personal trade shall be made in the manner provided in the AXA Rosenberg
Group Policy On Personal Trading and Insider Trading.
7. PRE-CLEARANCE OF PARTICIPATION IN PRIVATE PLACEMENTS AND INITIAL PUBLIC
OFFERINGS.
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All Investment Personnel shall obtain approval from the Compliance Officer (or
his or her designated representative) prior to the acquisition of securities
issued pursuant to a private placement or an Initial Public Offering on behalf
of any Restricted Person. Any request for pre-clearance of a private placement
or an Initial Public Offering shall be made in the manner provided in the AXA
Rosenberg Group Policy On Personal Trading and Insider. In reviewing the
request, the Compliance Officer shall take into account, among other factors,
whether the opportunity is being offered to such person as a result of his or
her position with a Fund or the Company and whether such approval would create
any material conflict of interest or any appearance of a material conflict of
interest.
8. REPORTING.
A. Every Covered Person shall, in a timely manner, provide to the
Compliance Officer (or his or her designated representative) all
applicable information required to be reported under the provisions
contained in the AXA Rosenberg Group Policy On Personal Trading and
Insider Trading, including, without limitation, all quarterly and annual
reporting and disclosure requirements contained therein and all reports
and account statements with respect to any non-exempt transactions
regarding any Security in which such Covered Person has, or by reason of
such transaction on behalf of any Restricted Person acquires, any direct
or indirect Beneficial Ownership.
B. Any such report provided by a Covered Person may contain a statement
that the report shall not be construed as an admission by the person
making such report that he or she has any direct or indirect Beneficial
Ownership in the Security to which the report relates.
C. All such reports, account statements, and all related information
described in this Section 8 of the Code shall be subject to review by the
Compliance Officer (or his or her designated representative) or other
appropriate management personnel.
D. Confidentiality. All reports of securities transactions and any other
information filed with the Company by Covered Persons pursuant to this
Code or the AXA Rosenberg Group Policy On Personal Trading and Insider
Trading shall be treated as confidential by the Company, except in regards
to examinations by appropriate Company management, representatives of the
Securities and Exchange Commission, or as otherwise required by law.
9. RECORDS.
The Company shall maintain records in the manner and to the extent set forth
below that shall be available for appropriate examination by representatives of
the Securities and Exchange Commission.
A. A copy of this Code and any other code which is, or at any time within
the past five years has been, in effect shall be preserved in an easily
accessible place.
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B. A record of any violation of this Code and of any action taken as a
result of such violation shall be preserved in an easily accessible place
for a period of not less than five years following the end of the fiscal
year in which the violation occurs.
C. The Company shall preserve a copy of each report made pursuant to this
Code by any Covered Person for a period of not less than five years from
the end of the fiscal year in which it is made, the first two years in an
easily accessible place.
D. A list of all persons who are, or within the past five years have been,
required to make reports pursuant to this Code shall be maintained in an
easily accessible place.
E. A record of any decision, and the reasons supporting the decision, to
approve the acquisition by Covered Persons of securities under Sections 6
and 7 of this Code, shall be maintained for at least five years after the
end of the fiscal year in which the approval is granted.
10. OTHER RESTRICTED ACTIVITIES OF COVERED PERSONS.
A. GIFTS. Covered Persons are prohibited from receiving, either directly
or indirectly, any item which has a value in excess of a DE MINIMIS amount
from any person where such payment or gratuity is in relation to the
business of the employer of the offeror of the payment or gratuity.
B. SERVICE AS A DIRECTOR. Covered Persons are prohibited from serving on
the boards of directors of publicly traded companies, absent a prior
authorization from the Compliance Officer based upon a determination that
the board service would not be inconsistent with the interests of the
Funds or the Company's Clients.
11. SANCTIONS.
Upon discovering a violation of this Code, the Company may impose such sanctions
as it deems appropriate, including INTER ALIA, a letter of censure or suspension
or termination of the employment of the violator. Any material violations of
this Code and any sanctions imposed with respect hereto shall be reported
periodically to the board of trustees (or directors) of the relevant Fund or
Funds.
12. CERTIFICATION OF COMPLIANCE WITH CODE.
All Covered Persons shall certify annually that they:
(i) have read and understood the Code and are subject thereto;
(ii) have complied with the requirements of the Code; and
(iii) disclosed or reported all personal securities transactions
required to be disclosed or reported pursuant to the requirements
of the Code.
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13. REPORT AND CERTIFICATION OF ADEQUACY TO THE MEMBERS AND BOARDS.
On an annual basis, the Compliance Officer shall prepare a written report to the
management of the Company and the boards of trustees (or directors) of the Funds
setting forth the following:
(i) stating that the Code of Ethics procedures have been designed to
prevent Covered Persons from violating the Code;
(ii) a summary of existing procedures concerning personal investing and
any changes in procedures made during the past year;
(iii) identifying any violations that required significant remedial
action during the past year; and
(iv) identifying any recommended changes in existing restrictions or
procedures based upon the Company's experience under the Code,
evolving industry practices, or developments in applicable laws or
regulations.
14.
15. BOARD APPROVAL.
Following the report and certification by the Compliance Officer, the boards of
trustees of the Fund or Funds(s) (including a majority of independent trustees)
must approve this Code of Ethics on an annual basis. Any material change to this
Code must be approved within six months.
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EXHIBIT 1
AXA ROSENBERG GROUP POLICY ON PERSONAL TRADING AND INSIDER TRADING
9
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AXA ROSENBERG GROUP
POLICY ON PERSONAL TRADING AND INSIDER TRADING
Various restrictions, policies, guidelines and regulations relating to personal
trading have either been mandated or suggested by the various regulatory
authorities in jurisdictions where the AXA Rosenberg Group LLC and/or its
subsidiaries (hereafter collectively referred to as "AXA Rosenberg Group") are
located and/or do business.(1) In response to these various regulatory and
advisory schemes, the AXA Rosenberg Group has adopted the following policy on
personal trading which applies globally to (i) all permanent, part-time and
contracted employees of the AXA Rosenberg Group, (ii) all officers of the AXA
Rosenberg Group, (iii) certain directors (including all directors of
SEC-registered investment advisers within the AXA Rosenberg Group(2) and to any
other directors of other AXA Rosenberg Group entities as may be required by
applicable law or regulation) and (iv) certain designated independent
contractors or consultants who work at the AXA Rosenberg Group (hereinafter
(i)-(iv) collectively referred to as "employees").
I. PERSONAL TRADING
Although the management of the AXA Rosenberg Group would prefer that employees
do not trade actively in equities or equity derivatives for their personal
accounts, such trading is not prohibited. If an employee does wish to trade
equities or equity derivatives, any and all trades must be approved in advance
and in writing (electronically or otherwise) by the appropriate compliance
officer or the back-up compliance officer(s) (see Attachment A). (The
appropriate compliance officer is the compliance officer or back-up compliance
officer(s) designated in the zone where the stock is valued in real-time.) U.S.,
Canadian and Asian ex-Japan stocks are valued in real-time in Orinda,
California; Japanese stocks are valued in real-time in Tokyo; European stocks
are valued in real-time in London. The current compliance officer (and the
back-up compliance officer(s)) for each office are listed in Attachment A. These
individuals may change from time to time.
For purposes of the AXA Rosenberg Group Personal Trading Policy, a "trade" is
defined as any trade made in the name of, or on behalf of, the employee, his/her
spouse (including any domestic partner or "significant other" of the employee
living in the same household as the employee), the employee's minor children,
and/or any other of the employee's immediate adult family members living in the
same household as the employee to whom the employee provides investment advice
or information relating to such proposed trade (please note that employees are
prohibited from disclosing any investment information obtained in the course of
their work with the AXA Rosenberg Group, except as required by law or as
required for legitimate AXA Rosenberg Group business
- -----------------------------
(1) These regulatory authorities include, but are not necessarily limited to,
the Securities and Exchange Commission ("SEC") in the US, Financial Services
Agency ("FSA") in Japan, the Investment Management Regulatory Organization
("IMRO") of the Financial Services Authority in the United Kingdom, and the
Monetary Authority of Singapore ("MAS").
(2) See Rule 204-2(a)(12) of the Investment Advisers Act, "advisory
representatives" including all "directors" of the investment adviser and
requires that they report/record their trades with the Investment Adviser within
10 days of the end of the quarter in which the trade took place.
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purposes) (such individuals herein after collectively referred to as "restricted
persons"), as well as any trade in the name of a trust(s) of which the employee
or a restricted person is a trustee or beneficiary. Exempt from the definition
of a "trade" is any trade in open-end mutual funds (or similar investment
vehicles such as unit trusts or investment trusts in the U.K. and investment
trusts in Japan), closed-end mutual funds, tender offers, bonds, government
securities, money market accounts, index unit investment trusts such as Spiders,
Diamonds, Qubes, and WEBS, widely recognized and traded index futures or options
on index futures (examples of such indexes include the S&P 500, OEX, Nasdaq, and
other similar US or international index futures or options), automatic dividend
re-investment plans, and those trades over which the employee (or the other
restricted person), his/her spouse, and/or minor children exercise no
discretion, including wrap accounts, blind trusts, and discretionary accounts
which are managed by third party investment advisers and in which the employee
makes no stock selection recommendations. Execution of a previously approved
option or other equities derivative on the expiration day for such option or
other equities derivative shall not be considered a "trade" requiring approval.
If an employee is uncertain whether an investment would qualify as an exempt
trade outlined above, the employee should contact the designated compliance
officer in his or her relevant AXA Rosenberg office. A "trade" includes all
other trades by an employee or a restricted person in publicly-traded stocks,
options, warrants on common stock, financial futures, and all other forms of
equity related derivatives.
In seeking approval for a trade (either for the employee or on behalf of the
restricted person related to the employee), the employee must comply with the
applicable personal trade approval procedures in Appendix 1 (outlining the
automated and non-automated trade approval procedures) as such procedures may,
from time to time, be amended, revised or restated. These procedures may vary
depending upon the location of the appropriate compliance officer and on whether
or not the trade approval process has been automated.
Regardless of the procedure used for approving an employee's personal trade, the
employee's requested personal trade will be checked against the AXA Rosenberg
Group's current recommendations from the most recent overnight and real-time
Trading Assistant ("TA") system. No trade will be approved for the purchase or
cover of a stock that is currently recommended for purchase or cover on the AXA
Rosenberg Group's most recent overnight and real-time TA system. Likewise, no
trade will be approved for the sale or short of a stock that is currently
recommended for sale or short on the AXA Rosenberg Group's most recent overnight
and real-time TA system.
If the TA is NOT recommending the same transaction, the compliance officer will
USUALLY approve the trade, although he or she has the discretion and the
authority to deny trade approval, even if the TA is not recommending the same or
a similar transaction, if the compliance officer believes that the trade would
not be in the best interest of the AXA Rosenberg Group or its clients or if for
some other reason, the compliance officer believes that trade approval is not
appropriate. (For example, if trading in the stock is suspended or limited
because of activities related to other members of the AXA Group.) Only AFTER the
employee has received WRITTEN trade approval from the appropriate compliance
officer may the employee execute the approved personal trade.
Except as stated in the following paragraph, approval of an employee's personal
trade is valid only through the end of the trading day in the zone of the
appropriate compliance officer. Specifically,
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trades may be approved and are valid as follows: in Orinda between 6:30 a.m. and
1:15 p.m. Orinda time; in London, between 8:30 a.m. and 4:30 p.m. London time;
in Tokyo, between 9:00 a.m. and 3:00 p.m. Tokyo time. If the trade is not
effected within these hours and the employee still wants to make the trade the
next day (or on any subsequent day), the employee must again seek approval for
the trade under the procedures outlined below.
An employee seeking to effect a "good-til-cancel" ("GTC") trade does NOT have to
have approval from the compliance officer each day until the order is filled.
Instead, the GTC trade approval request is handled initially in the same manner
as any other request for personal trade approval, except that the employee
request's for trade approval must seek authorization to trade the order as
"good-til-cancel" and must state the limit price. If, for any reason, the
employee wants to CHANGE a pending GTC order (other than canceling the GTC
order), that employee must submit a NEW request for personal trade approval to
the appropriate compliance officer, just as if there had been no prior trade
approval.
QUARTERLY SUMMARY OF PERSONAL TRADING ACTIVITIES
Within 10 (ten) calendar days of the end of each calendar quarter (or before the
employee's last date of employment, which ever is earlier), each employee shall
complete a "Summary of Personal Transactions" form and submit it to the
compliance officer who is located in the same office as the employee, REGARDLESS
OF WHETHER THE EMPLOYEE HAS COMPLETED ANY PERSONAL TRADES OR NOT DURING THE
QUARTER. (The only exception is made for employees who sign a statement that
they do not intend to make any trades in the future which would be subject to
advance approval under this policy.) If the employee made any personal trades
during the quarter, including trades approved by a compliance officer located in
another office, the employee shall indicate so on the "Summary of Personal
Transactions" form.
For each trade approved under the AUTOMATED trade approval procedures outlined
in Appendix 1, the employee must submit a copy of the "completed personal trade
response" for each trade. For each trade approved under the NON-AUTOMATED trade
approval procedures, also outlined in Appendix 1, the employee must submit the
duplicate copy of each approved "Request for Personal Transaction" form to the
local compliance officer. Regardless of the form of approval, the employee also
must submit a copy of the broker confirmation for each trade or some other
independent evidence (such as a copy of the monthly statement from the broker)
that the trade was executed.
If no trade was executed during the quarter, the employee shall indicate that on
the "Summary of Personal Transactions" form and submit it to the local
compliance officer.
Any employee who does not submit a completed "Summary of Personal Transactions"
within the allotted 10 (ten) days will - to the extent permitted by law - have
the equivalent of US$500 deducted from his/her next net paycheck. Moreover, in
such cases, the compliance officer located in the employee's home office will
not approve any subsequent personal trades for that employee until such time as
the employee has complied with this policy. In addition, the local compliance
officer will advise the other personal trading compliance officers in the AXA
Rosenberg Group not to approve any trades for that employee until further
notice. (In the case of a terminating employee
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who has not submitted all paperwork by the final date of employment, the $500
penalty - to the extent permitted by law - will be withheld from the employee's
final paycheck until the proper documentation has been submitted to the
compliance officer.) In certain circumstances, AXA Rosenberg Group MAY waive the
penalty, but generally such a waiver will be considered only if the employee
requests such a waiver before the end of the 10 (ten) day period. If the
completed "Summary of Personal Transactions" is still outstanding 14 (fourteen)
days after it is due, the relevant compliance officer will notify AXA Rosenberg
Group's Legal Group which will refer the matter to the AXA Rosenberg Group's
Management Committee for further disciplinary action as deemed appropriate.
In the case of an employee who has traded "across zones" during the quarter, the
compliance officer in that employee's local zone, upon receipt of the "Summary
of Personal Transactions" will forward (by fax or mail) a copy of the approved
"Request for Personal Transaction Form" or the "completed personal trade
response" as applicable for all trades effected in other zones, and the evidence
that the trade was made, to the appropriate compliance officer (who had
originally approved the trade).
ADDITIONAL REPORTING REQUIREMENTS BY "ACCESS PERSONS"
Effective as of October 29, 1999, "Access Persons", as defined by Rule 17j-1 of
the Investment Company Act of 1940,(3) of any AXA Rosenberg Group entity that is
an investment adviser to a US mutual fund also must submit initial and annual
holdings reports listing all covered securities(4) beneficially owned by them.
The initial report must be provided within 10 days of becoming an Access Person.
These report must include EVERY security (as defined in Rule 17j-1) that the
Access Person beneficially owns, regardless of whether the relevant US mutual
fund owns, or intends or proposes to acquire the security. The holdings report
must state the name of the security, the number of shares held, and the
principal amount of the security. The Access Person must also disclose any and
all securities accounts that he or she maintains with a broker, dealer or bank.
AXA Rosenberg Group will establish procedures hereunder, by which appropriate
management or compliance personnel review these reports. The information provide
hereunder will otherwise be maintained in strict confidentiality.
- -----------------------------
(3) Rule 17j-1 defines "Access Person" to include: (i) any director,
officer, or general partner of a fund or of a fund's investment adviser, or any
employee of a fund or of a fund's investment adviser who, in connection with his
or her regular functions or duties, participates in the selection of a fund's
portfolio securities or who has access to information regarding a fund's future
purchases or sales of portfolio securities.
(4) "COVERED SECURITY" means a security as defined in section 2(a)(36) of
the Investment Company Act of 1940, except that it does not include:
(i) Direct obligations of the Government of the United States;
(ii) Bankers' acceptances, bank certificates of deposit, commercial
paper and high quality short-term debt instruments, including
repurchase agreements; and
(iii) Shares issued by open-end Funds.
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PRE-APPROVAL OF INVESTMENTS IN IPOS AND PRIVATE PLACEMENTS
Effective as of October 29, 1999, "Investment Personnel", as defined by
Rule 17j-1(e) of the Investment Company Act of 1940,(5) of any AXA Rosenberg
Group entity which is an investment adviser to a US mutual fund, must obtain AXA
Rosenberg Group approval before directly or indirectly acquiring any beneficial
ownership in securities in an IPO or private placement. In general, such
requests for approval MAY be granted if AXA Rosenberg Group determines that the
investment opportunity is available to the relevant Investment Personnel for
reasons OTHER THAN the individual's position at AXA Rosenberg and that the
particular facts relating to the investment opportunity reflect that the
investment would create no material conflict of interest. Requests for approval
should be directed to the AXA Rosenberg Legal Group and must be provided with
sufficient time to allow the AXA Rosenberg Group to make its determination. The
Investment Personnel may invest in the IPO or private placement only after
receipt of WRITTEN approval from the AXA Rosenberg Group.(6)
RELEASE OF LIABILITY FOR PERSONAL TRADING ACTIVITIES
In the event that AXA Rosenberg Group delays or does not approve the trade or
IPO/Private Placement pre-approval request for any reason, the AXA Rosenberg
Group shall not be liable for any losses or lost opportunities which the
employee may realize as a result of the delay or denial of trade approval. Each
employee, by signing this policy, agrees to accept sole and complete personal
liability for any trading or investment losses incurred in his or her personal
trading account or in any IPO/Private Placement and acknowledges that the AXA
Rosenberg Group has no liability resulting from its enforcement of this policy
which may, at times, result INTER ALIA in denying the employee approval to
execute a personal trade or trades or in the denial of approval for an IPO or
Private Placement investment. Each employee also acknowledges and agrees that
this policy may, from time to time, be modified, revised, amended, or restated
and that upon notice, such employee shall be bound by any such change.
BROKER RELATIONSHIPS
In no event may employee accounts be traded in-house or may the AXA Rosenberg
Group's institutional broker relationships be used to execute employee trades.
Employees are responsible
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(5) Rule 17j-1(a)(7) of the Investment Company Act of 1940 defines
"Investment Personnel" to include:
(i) Any employee of the Fund or investment adviser (or of any company
in a control relationship to the Fund or investment adviser) who, in
connection with his or her regular functions or duties, makes or
participates in making recommendations regarding the purchase or sale
of securities by the Fund.
(ii) Any natural person who controls the Fund or investment adviser and
who obtains information concerning recommendations made to the Fund
regarding the purchase or sale of securities by the Fund."
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for their own broker relationships.
II. POLICY ON INSIDER INFORMATION
A. PROHIBITION ON TRADING ON INSIDE INFORMATION
No trade can be made on the basis of information believed to be "inside
information" as commonly defined, regardless of whether that information lies
outside of the proprietary valuation models developed by the AXA Rosenberg
Group. Some examples: trading on material non-public information on
publicly-held companies is inside information and is in violation of the law.
Trading in advance of an analyst's change in a company's earnings estimate may
be inside information. If it feels like inside information, it probably is.
B. PROHIBITION ON COMMUNICATING INSIDE INFORMATION
No employee may communicate to anyone information which that employee believes
to be inside information.
AXA ROSENBERG GROUP
POLICY ON PERSONAL TRADING AND INSIDER TRADING
I ACKNOWLEDGE THAT I HAVE READ THE AFOREMENTIONED POLICIES ON PERSONAL TRADING
AND INSIDER TRADING, THAT I UNDERSTAND THE POLICIES AND THE PENALTIES FOR
NON-COMPLIANCE, AND THAT I WILL NOT VIOLATE ANY OF THE POLICIES. I AUTHORIZE THE
DEDUCTION FROM MY SALARY OF THE SPECIFIED PENALTIES IN THE EVENT OF MY
NON-COMPLIANCE WITH THE POLICIES. I FURTHER UNDERSTAND THAT THE INDIVIDUAL
LIABILITY FOR VIOLATION OF THE INSIDER TRADING AND SECURITIES FRAUD ENFORCEMENT
ACT IN THE UNITED STATES CARRIES: 1) CRIMINAL PENALTIES OF UP TO $1 MILLION AND
UP TO 10 YEARS IN JAIL FOR EACH VIOLATION; 2) CIVIL PENALTIES, WHICH MAY INCLUDE
TREBLE DAMAGES AND DISGORGEMENT OF PROFITS. OTHER CIVIL AND CRIMINAL PENALTIES
MAY BE IMPOSED BY REGULATORY AUTHORITIES WHERE THE TRADES TAKE PLACE.
Signed:
----------------------------------
----------------------------------
(Print name as signed above)
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System User Id:
(Required) ----------------------------------
Dated:
----------------------------------
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ATTACHMENT A
Compliance Officer(s) Location
- --------------------- --------
Sandra Bates Hinck Orinda, California
Bob Byrne (Back-up)
Sara Ronan (Back-up)
William Wiebe (Back-up)
Jonathan Lidster London, England
Joseph Leung (Back-up)
Satta Atsuko Tokyo, Japan
Kunio Noguchi (Back-up)
Suzuki Kouichi (Back-up)
Ken Yeo Singapore
Cheng Liao (Back-up)
Adeleen Chu (Back-up)
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APPENDIX 1
TRADE APPROVAL PROCEDURES
As noted in the accompanying policy statement on personal trading, the
procedures for approving an employee's personal trade may vary depending upon
the location of the appropriate compliance officer and on whether or not the
trade approval process has been automated. If you have any questions relating to
the personal trade approval process, please refer them to the AXA Rosenberg
Legal Group.
1. AUTOMATED PERSONAL TRADE APPROVAL PROCEDURES
The following procedures (Steps 1 to 10) apply to any employee with a VMS user
ID on mainframes RM763A, RM763B or RM412A (including all employees located in
Orinda) seeking personal trade approval for any U.S., Canadian and Asian
ex-Japan trade.
To get a VMS user ID, you must contact the "syshelp" group, who will provide you
with an ID and will install the CRT program on your computer. Once you have a
VMS user ID and the CRT program installed, you can follow these steps to submit
personal trade requests for approval.
1. If you do not have a CRT window for a VMS machine opened on your
computer, click on the CRT icon and double click on any of the RM nodes
(e.g., "rm412a") and click "OK."
2. Login to the VMS machine by entering your VMS users ID and password
(if necessary).
3. At the system prompt, type PTRADE and press the RETURN or ENTER key.
4. The following text should appear: ENTER ZONE UJCEO (DEFAULT = U):
5. Select the letter initial for the "zone" in which the trade is
valued in real-time. (U= US, J= Japan, C= Canada, E= Europe, and O =
Orient (Asia ex-Japan)) and press the RETURN or ENTER key. The default
is "U."
6. The following menu options should appear:
---- PERSONAL TRADE REQUEST ----
1. SEND PERSONAL TRADE REQUEST
2. SUBMIT EXECUTED, CANCELLED, OR EXPIRED PERSONAL TRADE
3. DISPLAY OPEN PERSONAL TRADE REQUEST
4. DISPLAY TODAY'S PERSONAL TRADE REQUEST
5. DISPLAY PERSONAL TRADE REQUEST HISTORY (END OF QUARTER REPORTING)
0. EXIT
18
<PAGE>
SELECT OPTION 0 THROUGH 5 (DEFAULT = 3 ):
OPTION 1 is used to request approval of a personal trade.
OPTION 2 is used to submit the completed personal trade responses discussed in
detail in Step 10.
OPTION 3 displays all the personal trade requests that you have submitted and
not yet executed and confirmed.
OPTION 4 displays the trade requests you have submitted today.
OPTION 5 displays the trade request history by date range or by quarters. After
viewing the trade request history, you can send the report to a printer or file.
As discussed below, a copy of your trade history for the quarter must be
submitted to the personal trading compliance officer in your zone within 10
(ten) days of the end of each calendar quarter.
Select the appropriate option and hit enter.
7. As noted above, to request approval of a personal trade, select Option 1 and
hit enter.
8. You will be asked the stock symbol, trade date, buy or sell side, security
type (S=Stock, C=Call, P=Put, F=Future), good-til-cancel price, trade on behalf
of yourself or others, and comments about the trade if any. If you enter zero
("0") for the "good-til-cancel price," then the order is automatically treated
as a day order request only. If our system cannot recognize the stock symbol
provided, then you must enter the company name of the security in question.
After entering the requested information, a summary of the requested trade will
appear. At that point you can either send the request for approval or you can
cancel the trade approval request (e.g., if there is an error in the input). If
you submit the request, an e-mail message will be sent to the appropriate
compliance officer (with copies to the Legal Group and other for monitoring
purposes). After you have sent your request, YOU MUST WAIT FOR AN E-MAIL MESSAGE
FROM THE APPROPRIATE COMPLIANCE OFFICER APPROVING YOUR PERSONAL TRADE REQUEST
BEFORE EXECUTING THE TRADE.
9. The system will automatically check the employee's requested personal trade
against the AXA Rosenberg Group's TA recommendations as outlined above. If there
is no apparent conflict (or potential conflict), the compliance officer will
typically send you an e-mail approving your trade. If there is a conflict or
potential conflict, you will be sent an e-mail denying your request. Please read
the e-mail message carefully to ensure that it is approving (rather than
denying) your trade request. AGAIN, YOU MUST ALWAYS WAIT FOR A REPLY E-MAIL
MESSAGE APPROVING YOUR TRADE REQUEST BEFORE YOU CAN TRADE. IF NO RESPONSE IS
RECEIVED, YOU MAY NOT TRADE. In general, you should not directly (by phone or in
person) contact the appropriate compliance officer in regards to a personal
trade approval other than as outlined in this policy. If no response is received
to a request for personal trade approval in reasonable period of time, you
should send a regular e-mail to the appropriate compliance officer (with a copy
to the back-up compliance officer and to the Legal
19
<PAGE>
Group) requesting a response.
10. If your personal trade request is approved, you will need to submit a
"completed personal trade response." THIS COMPLETED PERSONAL TRADE RESPONSE MUST
BE SUBMITTED REGARDLESS OF WHETHER YOU ACTUALLY COMPLETED THE APPROVED
TRANSACTION OR NOT. To submit this response, you return to the options menu
described in Step 6 and select option "2." This option will display all of your
trades that have been approved. You enter the control number of the trade you
have executed or a trade that has expired. If traded, you will be asked the
trade date, traded price, and broker. If the order expired without execution,
you indicate that no trade occurred. If the entered information is correct, you
can then submit the trade confirmation.
For approved day orders, the "completed personal trade response" is due after
(i) the trade is executed or (ii) at the end of the market day. For approved
good-til-cancel orders, the completed personal trade response is due after (i)
the trade is executed, (ii) the order is canceled, or (iii) the order expires.
An e-mail message reminder will be sent to you if you have any outstanding
approved orders not confirmed, but it is the responsibility of each employee to
make sure that completed personal trade responses are timely submitted.
2. NON-AUTOMATED PERSONAL TRADE APPROVAL PROCEDURES
The following procedures apply to any employee seeking personal trade approval
for which the automated trade approval procedures outlined above are
unavailable. These procedures may vary slightly depending upon the location of
the appropriate compliance officer. Steps 1 through 3 apply when the appropriate
compliance officer works in the same office as the employee seeking approval to
trade. Step 4 sets out alternative procedures to follow when the appropriate
compliance officer is not located in the same office as the employee seeking the
approval to trade.
1. To initiate the non-automated trade approval process, a written
"Request for Personal Transaction" form must be completed by the employee and
given to the appropriate compliance officer for approval prior to any trade
being executed. These forms are available from the appropriate compliance
officer. Should a compliance officer wish to trade for his/her own account in
the zone where he/she has trade approval authority, advance written approval of
the trade must be obtained from the back-up compliance officer (using the
Request for Personal Transaction form).
Before approving a trade, the appropriate compliance officer, using the TA, must
check that the AXA Rosenberg Group is not currently recommending the same or a
similar transaction (see discussion above). If there is no conflict and the
trade is approved, the appropriate compliance officer shall print a copy of the
TA's current recommendation for the stock. The employee must attach the printout
of the TA's recommendation to the ORIGINAL copy of the approved Request for
Personal Transaction form as verification for the approval.
2. If an approved trade is executed that day, the original copy of the
approved Request for Personal Transaction is completed with details of the trade
and is returned (along with the attached TA recommendation) to the compliance
officer who approved the trade by the end of the same day.
20
<PAGE>
The employee keeps the duplicate copy of the form. If an approved day order is
not executed on the day of approval, the employee indicates this on the Request
for Personal Transaction form and returns the original to the appropriate
compliance officer.
For approved good-til-cancel orders, the Request for Personal Transaction is
completed with details of the trade and is returned (along with the attached TA
recommendation) to the compliance officer who approved the trade when the trade
is executed. If the trade is canceled or otherwise expires, the employee
indicates this on the- Request for Personal Transaction form and returns the
original to the appropriate compliance officer. If, for any reason, the employee
wants to CHANGE a pending GTC order (other than canceling the GTC order), that
employee must submit a NEW "Request for Personal Transaction" form to the
appropriate compliance officer and receive a new approval prior to changing the
good-til-canceled order.
3. The compliance officer who has approved the trade will keep the
original copy of each approved "Request for Personal Transaction" form for each
trade that has been made. At the end of each calendar quarter, the compliance
officer shall match the original copies with the duplicate copies submitted by
the employee along with a copy of the broker statement or contract note (See
Section I.B. above, discussing quarterly reporting requirements). Any previously
approved trades that were executed but which are "unmatched" at the end of the
quarter, must be reconciled by the compliance officer. The compliance officer
will maintain a file of each employee's "Summary of Personal Transactions" and
the attached "Request for Personal Transaction" forms.
4. Employees seeking non-automated trade approval for trades outside the
zone of their home office follow the same procedure for obtaining and
documenting approval as detailed above with the following exceptions:
The "Request for Personal Transaction" form will be completed and faxed to the
appropriate compliance officer (with responsibility in the zone where the stock
is valued in real-time). The employee wishing to trade should message that
compliance officer (by e-mail or telephone) that the fax has been sent. If the
trade is approved, the appropriate compliance officer will make a photocopy of
the approved Request for Personal Transaction form and the printout of the
model's recommendation, and will fax it back to the employee, keeping the
original copy (with the attached model's recommendation). The appropriate
compliance officer will notify both the employee and the compliance officer in
the employee's office that the trade has been approved (again, either by e-mail
or telephone).
21
<PAGE>
EXHIBIT 23(p)(3)
BISYS FUND SERVICES
CODE OF ETHICS
I. INTRODUCTION
This Code of Ethics (the "Code") sets forth the basic policies of ethical
conduct for all directors, officers and associates (hereinafter referred to as
"Covered Persons") of the BISYS Fund Services companies listed on Exhibit A
hereto (hereinafter collectively referred to as "BISYS").
Rule 17j-1(b) under the Investment Company Act of 1940, as amended, (the
"1940 Act") makes it unlawful for BISYS companies operating as a principal
underwriter of a registered investment company (hereinafter referred to
individually as a "Fund" or collectively as the "Funds"), or any affiliated
person of such principal underwriter, in connection with the purchase or sale by
such person of a security "HELD OR TO BE ACQUIRED"(1) by any Fund:
(1) to employ any device, scheme or artifice to defraud the Fund;
(2) to make to the Fund any untrue statement of a material fact or
omit to state to the Fund a material fact necessary in order to
make the statements made, in light of the circumstances under
which they are made, not misleading;
(3) to engage in any act, practice or course of business that operates
or would operate as a fraud or deceit upon the Fund; or
(4) to engage in any manipulative practice with respect to the Fund.
Any violation of this provision by a Covered Person shall be deemed to be
a violation of this Code.
II. RISKS OF NON-COMPLIANCE
Any violation of this Code may result in the imposition by BISYS of
sanctions against the Covered Person, or may be grounds for the immediate
termination of the Covered Person's position with BISYS. In addition, in some
cases (e.g., the misuse of inside information), a violation of
- ---------------------------
(1) A security "HELD OR TO BE ACQUIRED" is defined under Rule 17j-l(a)(10) as
any COVERED SECURITY which, within the most recent fifteen (15) days: (A) is or
has been held by a Fund, or (B) is being or has been considered by a Fund or the
investment adviser for a Fund for purchase by the Fund. A purchase or sale
includes the writing of an option to purchase or sell and any security that is
convertible into or exchangeable for, any security that is held or to be
acquired by a Fund. "COVERED SECURITIES", as defined under Rule 17j-1(a)(4), do
not include: (i) securities issued by the United States Government; (ii)
bankers' acceptances, bank certificates of deposit, commercial paper and high
quality short-term debt instruments, including repurchase agreements; (iii)
shares of open-end investment companies; (iv) transactions which you had no
direct or indirect influence or control; (v) transactions that are not
initiated, or directed, by you; and (vi) securities acquired upon the exercise
of rights issued by the issuer to all shareholders pro rata.
<PAGE>
federal and state civil and criminal statutes may subject the Covered Person to
fines, imprisonment and/or monetary damages.
2
<PAGE>
III. ETHICAL STANDARDS
The foundation of this Code consists of basic standards of conduct
including, but not limited to, the avoidance of conflicts between personal
interests and interests of BISYS or its Fund clients. To this end, Covered
Persons should understand and adhere to the following ethical standards:
(a) THE DUTY AT ALL TIMES TO PLACE THE INTERESTS OF FUND SHAREHOLDERS
FIRST;
This duty requires that all Covered Persons avoid serving their
own personal interests ahead of the interests of the shareholders
of any Fund for which BISYS serves as the administrator,
distributor, transfer agent or fund accountant.
(b) THE DUTY TO ENSURE THAT ALL PERSONAL SECURITIES TRANSACTIONS BE
CONDUCTED IN A MANNER THAT IS CONSISTENT WITH THIS CODE TO AVOID
ANY ACTUAL OR POTENTIAL CONFLICT OF INTEREST OR ANY ABUSE OF SUCH
COVERED PERSON'S POSITION OF TRUST AND RESPONSIBILITY; AND
Covered Persons should study this Code and ensure that they
understand its requirements. Covered Persons should conduct their
activities in a manner that not only achieves technical compliance
with this Code but also abides by its spirit and principles.
(c) THE DUTY TO ENSURE THAT COVERED PERSONS DO NOT TAKE INAPPROPRIATE
ADVANTAGE OF THEIR POSITION WITH BISYS.
Covered Persons engaged in personal securities transactions should
not take inappropriate advantage of their position or of
information obtained during the course of their association with
BISYS. Covered Persons should avoid situations that might
compromise their judgment (e.g., the receipt of perquisites, gifts
of more than de minimis value or unusual investment opportunities
from persons doing or seeking to do business with BISYS or the
Funds).
A "PERSONAL SECURITIES TRANSACTION" is considered to be a
transaction in a Covered Security of which the Covered Person is
deemed to have "BENEFICIAL OWNERSHIP."(2) This includes, but is
not limited to, transactions in accounts of the Covered Person's
spouse, minor children, or other relations residing in the Covered
Person's household, or accounts in which the Covered Person has
discretionary investment control.
- ---------------------------
(2) "BENEFICIAL OWNERSHIP" of a security is defined under Rule 16a-1(a)(2) of
the Securities Exchange Act of 1934, which provides that a Covered Person should
consider himself/herself the beneficial owner of securities held by his/her
spouse, his/her minor children, a relative who shares his/her home, or other
persons, directly or indirectly, if by reason of any contract, understanding,
relationship, agreement or other arrangement, he/she obtains from such
securities benefits substantially equivalent to those of ownership. He/she
should also consider himself/herself the beneficial owner of securities if
he/she can vest or revest title in himself/herself now or in the future.
3
<PAGE>
IV. RESTRICTIONS AND PROCEDURES
This section is divided into two (2) parts. Part A relates to
restrictions and procedures applicable to all Covered Persons in addition to the
aforementioned Rule 17j-1(b) provisions. Part B imposes additional restrictions
and reporting requirements for those Covered Persons who are listed on Exhibit B
hereto (hereinafter referred to as "ACCESS PERSONS"(3)).
A. RESTRICTIONS AND PROCEDURES FOR ALL COVERED PERSONS:
1. PROHIBITION AGAINST USE OF MATERIAL INSIDE INFORMATION
Covered Persons may have access to information about Funds that is
confidential and not available to the general public, such as (but
not limited to) information concerning securities held in, or
traded by, Fund portfolios, information concerning certain
underwritings of broker/dealers affiliated with a Fund that may be
deemed to be "MATERIAL INSIDE INFORMATION", and information which
involves a merger or acquisition that has not been disclosed to
the public.
"MATERIAL INSIDE INFORMATION" IS DEFINED AS ANY INFORMATION ABOUT
A COMPANY WHICH HAS NOT BEEN DISCLOSED TO THE GENERAL PUBLIC AND
WHICH EITHER A REASONABLE PERSON WOULD DEEM TO BE IMPORTANT IN
MAKING AN INVESTMENT DECISION OR THE DISSEMINATION OF WHICH IS
LIKELY TO IMPACT THE MARKET PRICE OF THE COMPANY'S SECURITIES.
Covered Persons in possession of material inside information must
not trade in or recommend the purchase or sale of the securities
concerned until the information has been properly disclosed and
disseminated to the public.
2. INITIAL AND ANNUAL CERTIFICATIONS
Within ten (10) days following the commencement of their
employment or otherwise becoming subject to this Code and at least
annually following the end of the calendar year, all Covered
Persons shall be required to sign and submit to the Code
Compliance Officer a written certification, in the form of Exhibit
C hereto, affirming that he/she has read and understands this Code
to which he/she is subject. In addition, the Covered Person must
certify annually that he/she has complied with the requirements of
this Code and has disclosed and reported all personal securities
- ---------------------------
(3) An "ACCESS PERSON" is defined under Rule 17j-1(a)(1)(ii) to include any
director, officer or general partner of a principal underwriter for a Fund who,
in the ordinary course of business, makes, participates in or OBTAINS
INFORMATION regarding the purchase or sale of securities for such Fund or whose
functions or duties in the ordinary course of business relate to the making of
any recommendation to such Fund regarding the purchase or sale of securities.
This Code has included BISYS associates that are not directors, officers or
general partners of any BISYS Fund Services company but would otherwise be
deemed Access Persons for purposes of this Code.
4
<PAGE>
transactions that are required to be disclosed and reported by
this Code. The Code Compliance Officer will circulate the Annual
Certifications and Holdings Reports for completion following the
end of each calendar year.
B. RESTRICTIONS AND REPORTING REQUIREMENTS FOR ALL ACCESS PERSONS:
Each Access Person must refrain from engaging in a PERSONAL
SECURITIES TRANSACTION when the Access Person knows, or in the
ordinary course of fulfilling his/her duties would have reason to
know, that at the time of the personal securities transaction a
Fund has a pending buy or sell order in the same Covered Security.
1. INITIAL AND ANNUAL HOLDINGS REPORTS
All Access Persons must file a completed Initial and Annual
Holdings Report, in the form of Exhibit D hereto, with the Code
Compliance Officer WITHIN TEN (10) DAYS OF COMMENCEMENT OF THEIR
EMPLOYMENT OR OTHERWISE BECOMING SUBJECT TO THIS CODE AND
THEREAFTER ON AN ANNUAL BASIS FOLLOWING THE END OF THE CALENDAR
YEAR IN ACCORDANCE WITH PROCEDURES ESTABLISHED BY THE CODE
COMPLIANCE OFFICER.
2. TRANSACTION/NEW ACCOUNT REPORTS
All Access Persons must file a completed Transaction/New Account
Report, in the form of Exhibit E hereto, with the Code Compliance
Officer WITHIN TEN (10) DAYS AFTER (I) OPENING AN ACCOUNT WITH A
BROKER, DEALER OR BANK IN WHICH COVERED SECURITIES ARE HELD; OR
(II) ENTERING INTO ANY PERSONAL SECURITIES TRANSACTION IN WHICH AN
ACCESS PERSON HAS ANY DIRECT OR INDIRECT BENEFICIAL OWNERSHIP.
Personal securities transactions are those involving any COVERED
SECURITY(1) in which the person has, or by reason of such personal
securities transaction acquires, any direct or indirect,
"BENEFICIAL OWNERSHIP."(2)
3. CONFIRMATIONS AND STATEMENTS
In order to provide BISYS with information to determine whether
the provisions of this Code are being observed, each Access Person
shall direct his/her broker, dealer or bank to supply to the Code
Compliance Officer, on a timely basis, duplicate copies of
confirmations of all personal securities transactions and copies
of monthly statements for all Covered Securities accounts. The
confirmations should match the Transaction/New Account Reports.
These confirmations and statements should be mailed, on a
confidential basis, to the Code Compliance Officer at the
following address:
5
<PAGE>
ATTN: Code Compliance Officer
Regulatory Services
BISYS Fund Services
3435 Stelzer Road, Suite 1000
Columbus, Ohio 43219-8001
C. REVIEW OF REPORTS AND ASSESSMENT OF CODE ADEQUACY:
The Code Compliance Officer shall review and maintain the Initial
and Annual Certifications, Initial and Annual Holdings Reports and
Transaction/New Account Reports (the "Reports") with the records
of BISYS. Following receipt of the Reports, the Code Compliance
Officer shall consider in accordance with Procedures designed to
prevent Access Persons from violating this Code:
(a) whether any personal securities transaction evidences an
apparent violation of this Code; and
(b) whether any apparent violation of the reporting requirement
has occurred pursuant to Section B above.
Upon making a determination that a violation of this Code,
including its reporting requirements, has occurred, the Code
Compliance Officer shall report such violations to the General
Counsel of BISYS Fund Services who shall determine what sanctions,
if any, should be recommended to be taken by BISYS. The Code
Compliance Officer shall prepare quarterly reports to be presented
to the Fund Boards of Directors/Trustees with respect to any
material trading violations under this Code.
This Code, a copy of all Reports referenced herein, any reports of
violations, and lists of all Covered and Access Persons required
to make Reports, shall be preserved for the period(s) required by
Rule 17j-1. BISYS shall review the adequacy of the Code and the
operation of its related Procedures at least once a year.
V. REPORTS TO FUND BOARDS OF DIRECTORS/TRUSTEES
BISYS shall submit the following reports to the Board of
Directors/Trustees for each Fund for which it serves as principal underwriter:
A. BISYS FUND SERVICES CODE OF ETHICS
A copy of this Code shall be submitted to the Board of each Fund
no later than September 1, 2000 or for new Fund clients, prior to
BISYS commencing operations as principal underwriter, for review
and approval. Thereafter, all material changes to this Code shall
be submitted to each Board for review and approval not later than
six (6) months following the date of implementation of such
material changes.
6
<PAGE>
B. ANNUAL CERTIFICATION OF ADEQUACY
The Code Compliance Officer shall annually prepare a written
report to be presented to the Board of each Fund detailing the
following:
1. Any issues arising under this Code or its related
Procedures since the preceding report, including
information about material violations of this Code or its
related Procedures and sanctions imposed in response to
such material violations; and
2. A Certification to Fund Boards, in the form of Exhibit F
hereto, that BISYS has adopted Procedures designed to be
reasonably necessary to prevent Access Persons from
violating this Code.
7
<PAGE>
BISYS FUND SERVICES
CODE OF ETHICS
EXHIBIT A
The following companies are subject to the BISYS Fund Services Code of
Ethics(1):
Barr Rosenberg Funds Distributor, Inc.
BISYS Fund Services, Inc.
BISYS Fund Services Limited Partnership
BISYS Fund Services Ohio, Inc.
BNY Hamilton Distributors, Inc.
CFD Fund Distributors, Inc.
Centura Funds Distributor, Inc.
Concord Financial Group, Inc.
Kent Funds Distributors, Inc.
Evergreen Distributor, Inc.
IBJ Funds Distributor, Inc..
Mentor Distributors, LLC
The One Group Services Company
Performance Funds Distributor, Inc.
VISTA Fund Distributors, Inc.
- ---------------------------
(1) The companies listed on this Exhibit A may be amended from time to time, as
required.
AS OF JANUARY 11, 2000
A-1
<PAGE>
BISYS FUND SERVICES
CODE OF ETHICS
EXHIBIT B
The following Covered Persons are considered ACCESS PERSONS under the BISYS Fund
Services Code of Ethics(1):
<TABLE>
<S><C>
Client Services - all associates
CFD Fund Distributors, Inc. - all directors, officers and employees
Directors/Officers of each BISYS entity listed on Exhibit A that met the statutory definition of
Access Person under Rule17j-1
Financial Services (Fund Accounting and Financial Administration) - all associates
Fund Administration - all associates
Information Systems - all associates
Legal Services - all paralegals and attorneys
The One Group Services Company - all directors, officers and employees
Tax Services - all associates
VISTA Fund Distributors, Inc.- all officers, directors and employees
All wholesalers and telewholesalers employed by the BISYS companies listed on Exhibit A
</TABLE>
- -------------------------
(1) The Access Persons listed on this Exhibit B may be amended from time to
time, as required.
AS OF JANUARY 11, 2000
B-1
<PAGE>
BISYS FUND SERVICES
CODE OF ETHICS
EXHIBIT C
INITIAL AND ANNUAL CERTIFICATIONS
I hereby certify that I have read and thoroughly understand and agree to
abide by the conditions set forth in the BISYS Fund Services Code of Ethics. I
further certify that, during the time of my affiliation with BISYS, I will
comply or have complied with the requirements of this Code and will
disclose/report or have disclosed/reported all personal securities transactions
required to be disclosed/reported by the Code.
If I am deemed to be an Access Person under this Code, I certify that I
will comply or have complied with the Transaction/New Account Report
requirements as detailed in the Code and submit herewith my Initial and Annual
Holdings Report. I further certify that I will direct or have directed each
broker, dealer or bank with whom I have an account or accounts to send to the
BISYS Code Compliance Officer duplicate copies of all confirmations and
statements relating to my account(s).
- --------------------------------
Print or Type Name
- ---------------------------------
Signature
- ---------------------------------
Date
C-1
<PAGE>
BISYS FUND SERVICES
CODE OF ETHICS
EXHIBIT D
INITIAL AND ANNUAL HOLDINGS REPORT
<TABLE>
<CAPTION>
NAME AND ADDRESS OF ACCOUNT NUMBER(S) IF NEW ACCOUNT,
BROKER, DEALER OR BANK(S) DATE ESTABLISHED
<S> <C> <C>
- -------------------------------------- ------------------ ------------------
- -------------------------------------- ------------------ ------------------
- -------------------------------------- ------------------ ------------------
- -------------------------------------- ------------------ ------------------
- -------------------------------------- ------------------ ------------------
- -------------------------------------- ------------------ ------------------
- -------------------------------------- ------------------ ------------------
- -------------------------------------- ------------------ ------------------
- -------------------------------------- ------------------ ------------------
- -------------------------------------- ------------------ ------------------
</TABLE>
ATTACHED ARE THE COVERED SECURITIES BENEFICIALLY OWNED BY ME AS OF THE DATE OF
THIS INITIAL AND ANNUAL HOLDINGS REPORT.
- ---------------------------------
Print or Type Name
- ---------------------------------
Signature
- ---------------------------------
Date
D-1
<PAGE>
<TABLE>
<CAPTION>
SECURITY NUMBER OF PRINCIPAL AMOUNT
DESCRIPTION COVERED
(SYMBOL/CUSIP) SECURITIES/
SHARES HELD
<S> <C> <C>
- ------------------ ---------------- ----------------
- ------------------ ---------------- ----------------
- ------------------ ---------------- ----------------
- ------------------ ---------------- ----------------
- ------------------ ---------------- ----------------
- ------------------ ---------------- ----------------
- ------------------ ---------------- ----------------
- ------------------ ---------------- ----------------
- ------------------ ---------------- ----------------
- ------------------ ---------------- ----------------
- ------------------ ---------------- ----------------
- ------------------ ---------------- ----------------
- ------------------ ---------------- ----------------
- ------------------ ---------------- ----------------
- ---------------- ---------------- ----------------
</TABLE>
D-2
<PAGE>
BISYS FUND SERVICES CODE OF ETHICS -TRANSACTION/NEW ACCOUNT REPORT
EXHIBIT E
I hereby certify that the Covered Securities described below (or attached
hereto in the annual statement from my broker, dealer or bank) were purchased or
sold on the date(s) indicated. Such Covered Securities were purchased or sold in
reliance upon public information lawfully obtained by me through independent
research. I have also listed below the account number(s) for any new account(s)
opened in which Covered Securities are held. My decision to enter into any
personal securities transaction(s) was not based upon information obtained as a
result of my affiliation with BISYS.
COVERED SECURITIES PURCHASED/ACQUIRED OR SOLD/DISPOSED
<TABLE>
<CAPTION>
Security Trade Number of Per Share Principal
Description Date Shares Price Amount
(Symbol/CUSIP)
<S> <C> <C> <C> <C>
- ------------- ------- --------- --------- ---------
- ------------- ------- --------- --------- ---------
- ------------- ------- --------- --------- ---------
- ------------- ------- --------- --------- ---------
- ------------- ------- --------- --------- ---------
- ------------- ------- --------- --------- ---------
- ------------- ------- --------- --------- ---------
- ------------- ------- --------- --------- ---------
<CAPTION>
Interest Maturity Name of Broker, Dealer or Bought (B) or Sold (S)
Rate Rate Bank (and Account Number and
(If Applicable) (If Applicable) Date Established, If New)
<S> <C> <C> <C>
- --------------- --------------- -------------------------- ---------------------
- --------------- --------------- -------------------------- ---------------------
- --------------- --------------- -------------------------- ---------------------
- --------------- --------------- -------------------------- ---------------------
- --------------- --------------- -------------------------- ---------------------
- --------------- --------------- -------------------------- ---------------------
- --------------- --------------- -------------------------- ---------------------
- --------------- --------------- -------------------------- ---------------------
</TABLE>
This Transaction/New Account Report is not an admission that you have or
had any direct or indirect beneficial ownership in the Covered Securities listed
above.
- --------------------------------
Print or Type Name
- -------------------------------- --------------------------------
Signature Date
E-1
<PAGE>
BISYS FUND SERVICES
CODE OF ETHICS
EXHIBIT F
CERTIFICATION TO FUND BOARDS
BISYS Fund Services ("BISYS") requires that all directors, officers and
associates of BISYS ("Covered Persons") certify that they have read and
thoroughly understand and agree to abide by the conditions set forth in the
BISYS Code of Ethics (the "Code"). If such Covered Persons are deemed to be
Access Persons under the Code, they are required to submit Initial and Annual
Holdings Reports, as well as Transaction/New Account Reports, to the Code
Compliance Officer, listing all personal securities transactions in Covered
Securities for all such accounts in which the Access Person has any direct or
indirect beneficial interest within ten (10) days of entering into any such
transactions. Access Persons must direct their broker, dealer or bank(s) to send
duplicate trade confirmations and statements of all such personal securities
transactions directly to the Code Compliance Officer who compares them to the
required Transaction/New Account Reports. Additionally, the Code Compliance
Officer undertakes a quarterly review of all Access Person's personal securities
transactions against the Fund's Investment Adviser for all such Funds that BISYS
serves as principal underwriter.
The undersigned hereby certifies that BISYS has adopted Procedures designed to
be reasonably necessary to prevent Access Persons from violating BISYS' Code and
the required provisions of Rule 17j-1 under the Investment Company Act of 1940,
as amended.
- -------------------------------- ------------------
Kathleen McGinnis Date
Code Compliance Officer
BISYS Fund Services
F-1
