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EXHIBIT 23(h)(3)
EXPENSE LIMITATION AGREEMENT
This Agreement, dated as of July 28, 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.
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
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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.
A copy of the Agreement and Declaration of Trust of the 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 or arising out 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 Trust.
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.
BARR ROSENBERG SERIES TRUST, AXA Rosenberg Investment Management LLC
On behalf of its AXA Rosenberg U.S.
Small Capitalization Fund, AXA
Rosenberg International Small
Capitalization Fund, AXA Rosenberg
Japan Fund, AXA Rosenberg Value
Market Neutral Fund, AXA Rosenberg
Double Alpha Market Fund, AXA
Rosenberg Select Sectors Market
Neutral Fund, AXA Rosenberg
Enhanced 500 Fund, AXA Rosenberg
International Equity Fund And AXA
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Rosenberg Multi-Strategy Market Neutral Fund
BY: RICHARD L. SAALFELD By: KENNETH REID
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Name: Richard L. Saalfeld Name: Kenneth Reid
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Title: President Title: Chief Executive Officer
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SCHEDULE A
DATE OF MANAGEMENT
CONTRACT
EXPENSE LIMIT
AXA ROSENBERG U.S. SMALL
CAPITALIZATION FUND 1.15%
AXA ROSENBERG INTERNATIONAL
SMALL CAPITALIZATION FUND 1.50%
AXA ROSENBERG JAPAN FUND 1.50%
AXA ROSENBERG VALUE MARKET
NEUTRAL FUND 1.75%
AXA ROSENBERG DOUBLE
ALPHA MARKET FUND 0.35%
AXA ROSENBERG SELECT SECTORS
MARKET NEUTRAL FUND 1.25%
AXA ROSENBERG ENHANCED
500 FUND 0.75%
AXA ROSENBERG INTERNATIONAL
EQUITY FUND 1.35%
AXA ROSENBERG MULTI-STRATEGY 1.50% UNTIL FUND GOES
MARKET NEUTRAL FUND GLOBAL THEN 2.00%
