Document is copied.
As filed with the Securities and Exchange Commission on February 2, 2001
Registration No. [ ]
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
FORM N-14
|_|Pre-Effective Amendment No.__ |_| Post-Effective Amendment No._
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
-------------------------
BARR ROSENBERG SERIES TRUST*
(Exact Name of Registrant as Specified in Charter)
800-447-3332
(Area Code and Telephone Number)
3435 Stelzer Road, Columbus, Ohio 43219-8021
(Address of Principal Executive Offices)
-------------------------
EDWARD H. LYMAN, ESQ.
AXA Rosenberg Investment Management, LLC
Four Orinda Way, Building E
Orinda California 94563
(Name and Address of Agents for Service)
-------------------------
Approximate Date of Proposed Public Offering: As soon as practicable after this
Registration Statement becomes effective.
-------------------------
It is proposed that this filing will become effective on March 5, 2001
pursuant to Rule 488.
-------------------------
No filing fee is required because an indefinite number of shares have previously
been registered pursuant to Rule 24f-2 under the Investment Company Act of 1940,
as amended. Pursuant to Rule 429 under the Securities Act of 1933, this
Registration Statement relates to shares previously registered on the aforesaid
Registration Statement.
*On behalf of its AXA Rosenberg International Equity Fund.
BARR ROSENBERG SERIES TRUST
AXA ROSENBERG JAPAN FUND
(A SERIES OF BARR ROSENBERG SERIES TRUST (THE "TRUST"))
March 5, 2001
Dear AXA Rosenberg Japan Fund Shareholder:
The attached information statement describes an agreement and plan of
reorganization (the "Agreement") by which substantially all the assets of the
AXA Rosenberg Japan Fund (the "Japan Fund") will be sold to the AXA Rosenberg
International Equity Fund (the "International Fund" and, together with the Japan
Fund, the "Funds"). AXA Rosenberg Group LLC, the majority shareholder of the
Japan Fund, has indicated that it will approve the Agreement. Accordingly, no
shareholder proxies will be solicited with respect to the transactions
contemplated by the Agreement. After the Agreement has received SEC approval and
has been implemented, each shareholder of the Japan Fund will automatically
become a shareholder of the International Fund, and the Japan Fund will be
terminated by the Trust's Board of Trustees (the "Board").
THE BOARD HAS UNANIMOUSLY APPROVED THE MERGER. The Board believes that
combining the two Funds will benefit the shareholders of the Japan Fund. The
attached information statement provides more information about the proposed
reorganization and the Funds.
NO PROXY IS SOLICITED BY THIS INFORMATION STATEMENT; NO PROXY CARD IS
ENCLOSED. The holder of a majority of the issued shares of the Japan Fund has
indicated that it will give written consent to the Agreement and the
transactions contemplated thereby. Accordingly, your vote is not being solicited
by this information statement, and no proxy card is enclosed. You may elect to
redeem your shares or exchange your shares at any time in accordance with the
Second Amended and Restated Agreement and Declaration of Trust, as amended, of
the Trust.
Very truly yours,
Richard L. Saalfeld
President
Barr Rosenberg Series Trust
NO SHAREHOLDER PROXIES ARE SOLICITED IN CONNECTION WITH THE MATTERS DESCRIBED IN
THIS PROSPECTUS/INFORMATION STATEMENT. WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.
PROSPECTUS/INFORMATION STATEMENT
MARCH 5, 2001
INTRODUCTION
This Prospectus/Information Statement relates to the planned sale (the
"Merger") of substantially all the assets of the AXA Rosenberg Japan Fund (the
"Acquired Fund") to the AXA Rosenberg International Equity Fund (the "Acquiring
Fund"). Both the Acquired Fund and the Acquiring Fund are series of Barr
Rosenberg Series Trust (the "Trust"). The Acquired Fund and the Acquiring Fund
are referred to collectively in this Information Statement as the "Funds." The
Merger is to be effected through the transfer of all of the assets of the
Acquired Fund to the Acquiring Fund in exchange for shares of beneficial
interest of the Acquiring Fund (the "Merger Shares") and the assumption by the
Acquiring Fund of all of the liabilities of the Acquired Fund. This will be
followed by the distribution of the Merger Shares to the shareholders of the
Acquired Fund in liquidation of the Acquired Fund. As a result of the Merger,
each shareholder of the Acquired Fund will receive in exchange for his or her
Acquired Fund shares a number of Merger Shares of the same class equal in value
on the date of the exchange to the aggregate value of such shareholder's
Acquired Fund shares. This means that you may end up with a different number of
shares than you originally held, but the total dollar value of your shares will
remain the same.
Because a majority of the outstanding shares of the Acquired Fund has
indicated that it will approve the Merger, your proxy is not being solicited.
However, because you will receive shares of the Acquiring Fund in exchange for
your shares of the Acquired Fund as a result of the Merger, this Information
Statement both describes the Merger and serves as a Prospectus for the Merger
Shares of the Acquiring Fund.
The Trust is an open-end series management investment company organized as
Massachusetts business trust. The Trust has its principal executive offices at
3435 Stelzer Road, Columbus, Ohio 43219-8021 and can be reached through its
toll-free telephone numbers: (800) 555-5737 (Institutional Shares) and (800)
447-3332 (Investor Shares).
The Acquiring Fund invests in the common stocks of large foreign companies
in Asia (including Japan), Europe, Australia and the Far East and, under normal
circumstances, will invest in securities principally traded in at least three
different countries. The Acquired Fund invests primarily in the common stocks of
large Japanese companies that are listed and traded on any of the eight Japanese
exchanges or traded over the counter. Ordinarily, the Acquired Fund maintains at
least 65% of its total assets invested in such Japanese securities.
This Prospectus/Information Statement explains concisely what you should
know about an investment in the Acquiring Fund. Please read it carefully and
keep it for future reference.
THE SEC HAS NOT APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS/INFORMATION STATEMENT. ANY
REPRESENTATION TO THE CONTRARY IS A CRIME.
You may lose money by investing in the Acquiring Fund. The Acquiring Fund
may not achieve its goals and is not intended as a complete investment program.
An investment in the Acquiring Fund 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 following documents have been filed with the Securities and Exchange
Commission (the "SEC") and are incorporated by reference into this
Prospectus/Information Statement:
- the Funds' current Prospectus, dated July 31, 2000, as supplemented
through the date hereof (the "Prospectus"); and
- the Statement of Additional Information relating to this
Prospectus/Information Statement dated March 5, 2001 (the "Merger SAI").
2
This Prospectus/Information Statement is accompanied by a copy of the
Prospectus. You may obtain text-only copies of the Prospectus and the Funds'
current Statement of Additional Information (the "SAI") for free from the Edgar
database on the SEC's Internet website at http://www.sec.gov. For a free copy of
the Prospectus, the SAI, the Merger SAI, the Trust's Annual Report to
Shareholders for the year ended March 31, 2000 (the "Annual Report") or the
Trust's Semi-Annual Report dated September 30, 2000 (the "Semi-Annual Report"),
please call Barr Rosenberg Series Trust shareholder services at (800) 555-5737
(Institutional Shares) or (800) 447-3332 (Investor Shares), or write to:
Barr Rosenberg Series Trust
3435 Stelzer Road
Columbus, Ohio 43219-8021
TABLE OF CONTENTS
PAGE
----
INTRODUCTION................................................ 2
OVERVIEW OF MERGER.......................................... 4
Planned Transaction....................................... 4
Operating Expenses and Fees............................... 4
Federal Income Tax Consequences........................... 6
Comparison of Investment Objectives, Policies and
Restrictions............................................ 6
Comparison of Distribution Policies and Purchase, Exchange
and Redemption Procedures............................... 7
Advisory Services......................................... 7
RISK FACTORS................................................ 7
Investment Risks.......................................... 8
Special Risks of Foreign Investments...................... 8
Currency Risk............................................. 8
Portfolio Turnover........................................ 8
Management Risk........................................... 8
THE MERGER.................................................. 8
Agreement and Plan of Reorganization...................... 8
Background and Reasons for the Proposed Merger............ 9
Other Alternatives........................................ 10
INFORMATION ABOUT THE MERGER................................ 10
Application for Exemptive Order........................... 10
No Shareholder Vote will be Taken......................... 10
Agreement and Plan of Reorganization...................... 10
Description of the Merger Shares.......................... 11
Organization.............................................. 11
Federal Income Tax Consequences........................... 12
Sale of Assets............................................ 12
Capitalization............................................ 13
INFORMATION ABOUT THE FUNDS................................. 15
APPENDIX A -- FORM OF AGREEMENT AND PLAN OF
REORGANIZATION............................................ A-1
3
OVERVIEW OF MERGER
PLANNED TRANSACTION
The Trustees of the Trust have approved the Merger on behalf of the Funds.
AXA Rosenberg Group LLC, the majority shareholder of the Acquired Fund (the
"Majority Shareholder"), has indicated that it will approve the Merger. The
Merger will be accomplished pursuant to an Agreement and Plan of Reorganization
providing for the sale of all of the assets of the Acquired Fund to the
Acquiring Fund in exchange for shares of the Acquiring Fund and the assumption
by the Acquiring Fund of all the liabilities of the Acquired Fund, followed by
the liquidation of the Acquired Fund.
As a result of the Merger, the Acquired Fund will receive a number of
Investor and Institutional Merger Shares of the Acquiring Fund equal in
aggregate value to the net assets of the Acquired Fund attributable to its
Investor and Institutional Shares, respectively. Following the transfer,
(i) the Acquired Fund will distribute to each of its Investor and Institutional
shareholders a number of full and fractional Investor or Institutional Merger
Shares, as applicable, equal in value to the aggregate value of the
shareholder's Investor or Institutional Acquired Fund shares, and (ii) the
Acquired Fund will be liquidated. The Investor and Institutional Shares of the
Acquired Fund have identical characteristics to the corresponding classes of
shares of the Acquiring Fund, as described in the Funds' Prospectus.
As described more fully below, the Trustees of the Trust have approved the
Merger. In reaching their decision, the Trustees considered that, since its
inception over ten years ago, the Acquired Fund has attracted little outside
investor interest, and, as a result, approximately 82% of its outstanding voting
securities are currently owned by the Majority Shareholder. Furthermore, because
AXA Rosenberg Investment Management LLC (the "Adviser") has agreed to waive its
management fee and bear certain expenses, it continually incurs expenses in
connection with the Acquired Fund averaging approximately $100,000 per annum.
The Adviser's subsidy of the Acquired Fund presents a constant drain on the
Adviser's resources. The Adviser has no desire to continue expending its
resources on a Fund which, because of its shrinking assets base promises to
continue to drain resources while providing benefits to only a relatively small
number of shareholders.
Of course, the Majority Shareholder could save the costs of the Merger by
simply redeeming its shares and reinvesting the proceeds in the Acquiring Fund,
and the Trustees have the power under the Declaration of Trust to liquidate the
Acquired Fund. However, either of these courses of action would trigger a
realization event for tax and accounting purposes for all shareholders. To avoid
such an event, the Trustees and Majority Shareholder have elected instead to
proceed with the Merger as proposed. See "Background and Reasons for the
Proposed Merger." Moreover, the Merger offers shareholders of the Acquired Fund
the opportunity to invest in a Fund with a larger asset base, which should offer
economies of scale and opportunities for greater diversification of risk.
If, as intended, the Merger qualifies as a tax-free reorganization, neither
the Acquired Fund nor its shareholders will recognize gain or loss in connection
with the Merger. The Acquiring Fund will take a "carry over" basis in the
securities acquired from the Acquired Fund, and each Acquired Fund shareholder
will take a basis in its Acquiring Fund shares equal to the basis such
shareholder had in its Acquired Fund shares prior to the Merger. See "Federal
Income Tax Consequences."
OPERATING EXPENSES AND FEES
As the following tables suggest, the Merger should result in Acquired Fund
shareholders experiencing lower Fund expenses. Of course, there can be no
assurance that the Merger will result in expense savings for shareholders. These
tables summarize, for both Investor Shares and Institutional Shares, expenses:
- that the Acquired Fund incurred in its fiscal year ended March 31, 2000;
4
- that the Acquiring Fund is estimated to incur during its current fiscal
year on an annualized basis; and
- that the Acquiring Fund would have incurred in its most recent fiscal year
on a pro forma basis, giving effect to the proposed Merger, as if the
Merger had occurred as of the beginning of such fiscal year.
The tables are provided to help you understand an investor's share of the
operating expenses which each Fund incurs.
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average daily net assets)
PRO FORMA
CURRENT CURRENT EXPENSES EXPENSES
EXPENSES INTERNATIONAL INTERNATIONAL
JAPAN FUND EQUITY FUND* EQUITY FUND*
---------- ---------------- -------------
MANAGEMENT FEES
Investor........................................... 1.00% 0.85% 0.85%
Institutional...................................... 1.00% 0.85% 0.85%
SERVICE (12B-1) FEES
Investor........................................... 0.25% 0.25% 0.25%
Institutional...................................... None None None
OTHER EXPENSES
Investor**......................................... 8.46% 1.85% 1.85%
Institutional...................................... 8.31% 1.70% 1.70%
TOTAL ANNUAL FUND OPERATING EXPENSES
Investor........................................... 9.71% 2.95% 2.95%
Institutional...................................... 9.31% 2.55% 2.55%
FEE WAIVER AND/ OR EXPENSE REIMBURSEMENT***
Investor........................................... 7.81% 1.20% 1.20%
Institutional...................................... 7.81% 1.20% 1.20%
NET EXPENSES
Investor........................................... 1.90% 1.75% 1.75%
Institutional...................................... 1.50% 1.35% 1.35%
- ------------------------
* Because the International Equity Fund became operational on June 7, 2000,
its expenses and the pro forma expenses shown in the table are based on
estimates for the current fiscal year. Through December 31, 2000, the
International Equity Fund's actual total expenses, expressed on an
annualized basis, were 3.00% and 3.68%, for Institutional and Investor
Shares, respectively, of its average daily net assets, before the Adviser's
fee waiver and/or expense reimbursement.
** 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 contractually undertaken 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
further notice (and in any event at least until 3/31/02). 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.
5
EXAMPLE OF FUND EXPENSES:
An investment of $10,000 would incur the following expenses, assuming a 5%
annual return, constant expenses and, except as indicated, redemption at the end
of each time period. Your actual costs may be higher or lower. Based on these
assumptions, your costs would be:
INTERNATIONAL
INTERNATIONAL EQUITY FUND*
JAPAN FUND EQUITY FUND* (PRO FORMA)
---------- ------------- -------------
Investor
1 year.............................................. $193 $178 $178
3 years............................................. $2,102 $800 $800
5 years............................................. $3,835 -- --
10 years............................................ $7,503 -- --
Institutional
1 year.............................................. $153 $137 $137
3 years............................................. $1,998 $679 $679
5 years............................................. $3,687 -- --
10 years............................................ $7,313 -- --
- ------------------------
* Because the International Equity Fund became operational on June 7, 2000, it
is a "New Fund" as that term is defined in Form N-1A under the Investment
Company Act of 1940, as amended (the "1940 Act"), and therefore expenses
shown in the indicated columns above are estimates and are provided for the
1 year and 3 year periods only.
FEDERAL INCOME TAX CONSEQUENCES
For federal income tax purposes, the Merger is structured to qualify as a
tax-free reorganization. Accordingly, no gain or loss will be recognized by the
Acquired Fund or its shareholders as a result of the Merger, and the aggregate
tax basis of the Merger Shares received by each Acquired Fund shareholder will
be the same as the aggregate tax basis of the shareholder's Acquired Fund
shares. Some portion of the portfolio assets of the Acquired Fund may be sold
immediately prior to the Merger. The actual tax impact of such sales will depend
on the difference between the price at which such portfolio assets are sold and
the Acquired Fund's basis in such assets. Any capital gains recognized in these
sales will be distributed to the Acquired Fund's shareholders as capital gain
dividends (to the extent of net realized long-term capital gains over net
realized short-term capital losses) and/or ordinary dividends (to the extent of
net realized short-term capital gains) during or with respect to the year of
sale, and such distributions may be taxable to the shareholders. For more
information about the federal income tax consequences of the Merger, see
"Information about the Merger--Federal Income Tax Consequences."
COMPARISON OF INVESTMENT OBJECTIVES, POLICIES AND RESTRICTIONS
The Acquiring Fund has investment objectives that are generally similar to
those of the Acquired Fund, except that the Acquiring Fund may invest in a wider
geographical area, as noted below. Both Funds invest in the equity securities of
large companies which are traded in overseas markets, and because the Acquiring
Fund's investment universe includes that of the Acquired Fund, it is expected
that a significant portion of the holdings of the Acquired Fund will constitute
suitable investments for the Acquiring Fund.
Under normal circumstances, each Fund invests at least 65% of its total
assets in the common stocks of corporations with characteristics similar to
those of corporations traded on their respective benchmark indices. The Acquired
Fund specifically limits such investments to securities traded on the eight
major Japanese stock markets, while the Acquiring Fund has the authority to
invest in securities traded in the securities markets of any country in the
world (but generally will limit its investments to securities traded in the
markets of Asia, Europe, Australia and the Far East).
6
For a more detailed description of the investment techniques used by the
Acquired Fund and the Acquiring Fund, please see the Prospectus and the SAI.
The total return for the Acquired Fund and the Acquiring Fund is set forth
in the chart below.
TOTAL RETURN COMPARISON AS OF 12/31/00*
SINCE
5 YEARS 10 YEARS 6/7/00
1 YEAR ANNUALIZED ANNUALIZED CUMULATIVE**
--------------- -------------- -------------- ---------------
Japan Fund....................................... -28.33% -8.97% -2.49% -25.27%
International Equity Fund........................ N/A N/A N/A -9.70%
- ------------------------
* Performance is for Institutional Shares of both Funds. Fund performance data
shown is net of all expenses and sales charges. For further information
about each Fund's performance, including information about
waivers/reimbursements that affected each Fund's performance, see the
Prospectus.
** Since Acquiring Fund's inception.
COMPARISON OF DISTRIBUTION POLICIES AND PURCHASE, EXCHANGE AND REDEMPTION
PROCEDURES
As noted above, both the Acquired Fund and the Acquiring Fund are series of
the Trust, and therefore the Funds have identical distribution and purchase
procedures, exchange rights and redemption rights. Both Funds distribute
substantially all net realized capital gains at least annually. The Acquired
Fund and the Acquiring Fund have the same procedures for purchasing shares, as
described in the Prospectus. Shares of each Fund may be exchanged for shares of
the same class of any other fund or portfolio offered by the Trust in accordance
with the Second Amended and Restated Agreement and Declaration of Trust, as
amended (the "Declaration of Trust"), and Bylaws of the Trust.
See the Prospectus and the SAI for further information.
ADVISORY SERVICES
AXA Rosenberg Group LLC, ("AXA Rosenberg Group") a holding company for the
AXA Rosenberg businesses is the sole member and 100% owner of the Adviser. The
Adviser provides investment advice to a wide variety of institutional and
investment company clients and, together with its affiliates, had aggregate
assets under management or supervision, as of December 31, 2000, of more than $8
billion.
As investment adviser to the Funds, 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 Trust's Board of Trustees. The
Adviser also provides investment advisory services to the other portfolios of
the Trust.
RISK FACTORS
As with any stock mutual fund, you may lose money by investing in the
Acquiring Fund. Certain risks associated with an investment in the Acquiring
Fund are summarized below. Because the Acquiring Fund and the Acquired Fund
share certain policies described more fully above under "Overview of Merger
Comparison of Investment Objectives, Policies and Restrictions," many of the
risks of an investment in the Acquiring Fund are substantially similar to the
risks of an investment in the Acquired Fund.
The values of all securities and other instruments held by the Acquiring
Fund vary from time to time in response to a wide variety of market factors.
Consequently, the net asset value per share of the Acquiring Fund will vary and
may be less at the time of redemption than it was at the time of investment. The
following subsections identify and explain the principal risks that affect an
investment in the Acquiring Fund.
7
INVESTMENT RISKS
The Acquiring Fund is subject to investment risks, or the risk that the
value of Fund shares may vary depending on external conditions affecting the
Fund's portfolio. These conditions depend upon the market, economic, political,
regulatory and other factors. An investment in the Acquired Fund is also subject
to this risk. In addition, the Acquired Fund is subject to the risks associated
with investing almost exclusively in the stocks of companies which are subject
to Japanese economic factors and conditions. Since the Japanese economy is
dependent to a significant extent on foreign trade, the relationships between
Japan and its trading partners and between the yen and other currencies are
expected to have a significant impact on particular Japanese companies and on
the Japanese economy generally.
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 currency blockage). The Acquiring 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. An investment in the Acquired Fund is also subject
to this risk.
CURRENCY RISK
As a result of its investments in securities denominated in, and/or
receiving revenues in, foreign currencies, the Acquiring Fund is subject to
currency risk. This is the risk that those currencies will decline in value
relative to the U.S. Dollar, causing the dollar value of these types of
investments to be adversely effected. An investment in the Acquired Fund is also
subject to this risk.
PORTFOLIO TURNOVER
The Acquiring Fund is actively managed and, in some cases, the 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 Acquiring 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. An
investment in the Acquired Fund is also subject to this risk.
MANAGEMENT RISK
The Acquiring Fund is subject to management risk because it is an actively
managed investment portfolio. 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 the Adviser will make poor stock
selections. The Adviser will apply its investment techniques and risk analyses
in making investment decisions for the Acquiring Fund, but there can be no
guarantee that they will meet stated objectives or produce desired results. An
investment in the Acquired Fund is also subject to this risk.
THE MERGER
AGREEMENT AND PLAN OF REORGANIZATION
The Merger will take place pursuant to an Agreement and Plan of
Reorganization (the "Agreement") between the Acquired Fund and the Acquiring
Fund in the form attached to this Prospectus/Information Statement as APPENDIX
A.
8
The Agreement provides, among other things, for the sale of all of the
assets of the Acquired Fund to the Acquiring Fund in exchange for (i) the
issuance to the Acquired Fund of the Investor and Institutional Merger Shares,
the number of which will be calculated based on the value of the net assets
attributable to the Investor and Institutional Shares, respectively, of the
Acquired Fund acquired by the Acquiring Fund and the net asset value per share
of the Investor and Institutional Shares of the Acquiring Fund and (ii) the
assumption by the Acquiring Fund of all of the liabilities of the Acquired Fund,
all as more fully described below under "Information About the Merger."
After receipt of the Merger Shares, the Acquired Fund will cause the
Investor Merger Shares to be distributed to its Investor shareholders and the
Institutional Merger Shares to be distributed to its Institutional shareholders,
in complete liquidation of the Acquired Fund. Each shareholder of the Acquired
Fund will receive a number of full and fractional Investor and/or Institutional
Merger Shares equal in value at the date of the exchange to the aggregate value
of such shareholder's Investor or Institutional Acquired Fund Shares.
BACKGROUND AND REASONS FOR THE PROPOSED MERGER
The Board of Trustees, including all the Trustees who are not "interested
persons" (as defined in the 1940 Act) of the Funds (the "Independent Trustees"),
has unanimously determined that the Merger is in the best interests of the
Funds, and that the interests of the Acquiring Fund's shareholders will not be
diluted as a result of effecting the Merger. Accordingly, at a meeting held on
December 4, 2000, the Trustees unanimously approved the Merger. Before reaching
their conclusions, the Board considered (i) that the shareholders of the Funds
will not incur any expenses associated with the Merger (except brokerage fees,
if any, and other similar expenses), including those described under
"Information about the Merger," (ii) that all securities will be consistently
valued for all purposes in accordance with the Trust's valuation procedures,
(iii) the overall operating expenses expected to be borne by Acquired Fund's
shareholders, (iv) the prospects for growth of the Acquiring Fund, possibly
enabling further economies of scale and even lower fees for all shareholders of
the Acquiring Fund in the future, and (v) the increasing difficulties of
managing the Acquired Fund as its assets continue to shrink. In addition, the
Trustees considered the relative investment performance of the Acquiring Fund
and the Acquired Fund.
The principal reasons why the Board approved the Merger are as follows:
(i) SUSTAINABLE DECREASES IN OVERALL EXPENSES. As noted above, the
Acquired Fund historically has been expensive to operate, and the Adviser has
borne a majority of the Fund's expenses. The Acquired Fund's expenses are not
likely to decrease as a percentage of its assets in the future, and the Adviser
does not intend to continue subsidizing a small, shrinking fund indefinitely. If
the Adviser discontinued its fee waiver and/or expense reimbursement, the Fund's
shareholders would incur its high expenses directly. As described more fully in
the overview under "Operating Expenses" the Merger is expected to result in
aggregate ongoing operating expenses for the Acquired Fund shareholders that
would be lower than those they have borne historically as shareholders of the
Acquired Fund and lower than those that would be borne if the Adviser were to
discontinue its fee waiver and/or expense reimbursement. Of course, there can be
no assurance that the Merger will result in savings in operating expenses to
shareholders.
(ii) APPROPRIATE INVESTMENT OBJECTIVES, DIVERSIFICATION, ETC. The
investment objective, policies, and restrictions of the Acquiring Fund are
generally similar to those of the Acquired Fund, with the exception that the
Acquiring Fund is not limited to investing primarily in Japanese securities. The
Merger offers shareholders, on a tax free basis, an investment opportunity
comparable to that currently afforded by the Acquired Fund, but with the
potential for reduced investment risk because of the opportunities for
additional diversification of portfolio investments through increased Fund
assets and a more broad investment universe. Shareholders who prefer a more
concentrated investment profile will, of course, be able to redeem their shares
of the Acquiring Fund.
9
(iii) TAX-ADVANTAGED METHOD OF LIQUIDATING THE ACQUIRED FUND. As noted
above, the high operating expenses of the Acquired Fund are such that it is in
the interests of the Acquired Fund, its shareholders and the Adviser to
terminate the Fund. Under the Declaration of Trust, the Trustees have the power
to liquidate and terminate the Acquired Fund, but this course of action would
have created a recognition event for tax and accounting purposes for the Fund
and its shareholders. By effecting the Merger, the Trust will terminate the
Acquired Fund on a tax free basis.
OTHER ALTERNATIVES
At any time prior to the Merger Date, shareholders of the Acquired Fund may
redeem their shares and receive the net asset value thereof pursuant to the
procedures set forth under "Redemption of Shares" in the Prospectus.
Shareholders may also exchange their shares of the Acquired Fund for shares of
the same class of any other Fund of the Trust that offers that class, as
described under "Exchanging Shares" in the Prospectus.
A redemption or exchange may be taxable as a sale of a security on which a
gain or loss would be recognized. Shareholders should consult their tax advisers
regarding the tax treatment applicable to the redemption of their shares for
federal income tax purposes and also regarding possible state and local tax
consequences. See "Information About the Merger--Federal Income Tax
Consequences."
INFORMATION ABOUT THE MERGER
APPLICATION FOR EXEMPTIVE ORDER
AXA Rosenberg Group, a holding company for the AXA Rosenberg businesses, is
the sole member and 100% owner of the Adviser and the majority shareholder of
the Acquired Fund and as such may be deemed to be an affiliate of both the
Adviser and the Acquired Fund under the 1940 Act. Due to these affiliations and
the affiliation between the Adviser and each Fund, SEC approval is required to
effect the Merger. On November 22, 2000, the Trust filed an application for an
order, pursuant to Section 17(b) of the 1940 Act, which, if granted, will exempt
the Merger from the prohibitions of Section 17(a) of such Act. The consummation
of the Merger is dependent upon the receipt of such exemptive order from the
SEC. If the order is issued by the SEC prior to March 30, 2001, the Merger will
be effected on or about that date.
NO SHAREHOLDER PROXIES WILL BE SOLICITED
Approval of the Merger requires the approval not only of a majority of the
Trustees, but also of a "majority of the outstanding voting securities" (as
defined in the 1940 Act) of the Acquired Fund, which means the lesser of
(A) 67% or more of the shares of the fund present at a meeting, if the holders
of more than 50% of the outstanding shares of the fund are present or
represented by proxy, or (B) more than 50% of the outstanding shares of the
relevant fund. Under the Declaration of Trust, shareholders are entitled to one
vote for each full share held, with fractional votes for fractional shares held,
and separate classes vote together as one group on matters, such as the Merger,
that affect classes equally. As of January 31, 2001, there were 195,463.184
shares of record of the Acquired Fund entitled to vote, of which the Majority
Shareholder owned 160,153.845, or approximately 82%. The Majority Shareholder
has indicated that, on or about March 28, 2001, it will execute a Consent of
Majority Shareholder approving the Merger. Since the Majority Shareholder has
indicated that it will consent to the Merger, no shareholder proxies will be
solicited in connection with the Merger and no meeting of shareholders will be
held.
AGREEMENT AND PLAN OF REORGANIZATION
The Agreement provides that the Acquiring Fund will acquire all of the
assets of the Acquired Fund in exchange for the issuance of the Merger Shares
and for the assumption by the Acquiring Fund of all of the liabilities of the
Acquired Fund, all as of the Exchange Date (defined in such Agreement to be
March 29, 2001 or such other date as may be agreed upon by the Acquiring Fund
and the Acquired Fund). The
10
following discussion of the Agreement is qualified in its entirety by the full
text of the Agreement, a form of which is attached as APPENDIX A to this
Prospectus/Information Statement.
The Acquired Fund will sell all of its assets to the Acquiring Fund, and, in
exchange, the Acquiring Fund will assume all of the liabilities of the Acquired
Fund and deliver to the Acquired Fund (i) a number of full and fractional
Investor Merger Shares having an aggregate net asset value equal to the value of
the assets of the Acquired Fund attributable to its Investor Shares, less the
value of the liabilities of the Acquired Fund assumed by the Acquiring Fund
attributable to the Investor Shares of the Acquired Fund, and (ii) a number of
full and fractional Institutional Merger Shares having an aggregate net asset
value equal to the value of the assets of the Acquired Fund attributable to its
Institutional Shares, less the value of the liabilities of the Acquired Fund
assumed by the Acquiring Fund attributable to the Institutional Shares of the
Acquired Fund.
Immediately following the Exchange Date, the Acquired Fund will distribute
PRO RATA to its shareholders of record (as of the close of business on the
Exchange Date), the full and fractional Merger Shares received by the Acquired
Fund, with Investor Merger Shares being distributed to holders of Investor
Shares of the Acquired Fund and Institutional Merger Shares being distributed to
holders of Institutional Shares of the Acquired Fund. As a result of the Merger,
each holder of Investor or Institutional Shares of the Acquired Fund will
receive a number of Investor or Institutional Merger Shares, as applicable,
equal in aggregate value as of the Exchange Date to the value of the Investor
and Institutional Shares of the Acquired Fund held by such shareholder. This
distribution will be accomplished by the establishment of accounts on the share
records of the Acquiring Fund in the names of the Acquired Fund shareholders,
each account representing the respective number of full and fractional Investor
and/or Institutional Merger Shares due such shareholder. Because the shares of
the Acquiring Fund are not represented by certificates, certificates for Merger
Shares will not be issued.
The consummation of the Merger is subject to the conditions set forth in the
Agreement, any of which may be waived by the party entitled to its benefits. The
Agreement may be terminated and the Merger abandoned at any time prior to the
Exchange Date by mutual consent of the Funds or, if any condition set forth in
the Agreement has not been fulfilled and has not been waived by the party
entitled to its benefits, by such party.
All legal and accounting fees and expenses, printing and other fees and
expenses (other than portfolio transfer taxes, if any, brokerage and other
similar expenses) incurred in connection with the consummation of the
transactions contemplated by the Agreement will be borne by the Adviser.
Notwithstanding the foregoing, expenses will in any event be paid by the party
directly incurring such expenses if and to the extent that the payment by any
other party of such expenses would result in the disqualification of the first
party as a "regulated investment company" within the meaning of Section 851 of
the Internal Revenue Code of 1986, as amended (the "Code").
DESCRIPTION OF THE MERGER SHARES
Full and fractional Merger Shares will be issued to the Acquired Fund's
shareholders in accordance with the procedures under the Agreement, as
summarized above. The Merger Shares are Investor and Institutional Shares of the
Acquiring Fund that have characteristics identical in all respects to those of
the corresponding class of Acquired Fund shares. For purposes of effecting a
subsequent conversion of Merger Shares to any other shares, the Merger Shares
will be treated as having been purchased as of the date that the Acquired Fund
shares exchanged for such Merger Shares were originally purchased (so that the
conversion of such shares will be unaffected by the Merger). See the Prospectus
for more information about the characteristics of Investor and Institutional
Shares of the Funds.
11
ORGANIZATION
Each of the Merger Shares will be fully paid and nonassessable by the
Acquiring Fund when issued, will be transferable without restriction, and will
have no preemptive rights. The Declaration of Trust permits the Trustees of the
Trust to divide its shares, without shareholder approval, into two or more
series of shares representing separate investment portfolios and to further
divide any such series, without shareholder approval, into two or more classes
of shares having such preferences and special or relative rights and privileges
as the Trustees may determine. The Acquiring Fund's shares are currently divided
into five classes: Class A, Class B, Class C, Investor and Institutional. No
Class A, B or C Shares are currently outstanding.
Under Massachusetts law, shareholders of a Massachusetts business trust
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 Acquiring Fund and requires
that notice of such disclaimer be given in each agreement, undertaking or
obligation entered into or executed by the Trust. The Declaration of Trust
provides for indemnification out of Acquiring Fund property for all loss and
expense of any shareholder held personally liable for the obligations of the
Acquiring Fund. Thus, the risk of a shareholder incurring financial loss from
shareholder liability is limited to circumstances in which the Acquiring Fund's
assets would be insufficient to meet its obligations. The likelihood of such
circumstances is considered remote. The shareholders of the Acquired Fund are
currently subject to substantially the same risk of shareholder liability under
Massachusetts law and the Declaration of Trust.
The Declaration of Trust requires only the vote of a majority of the
Trustees for the liquidation of any series. The Declaration of Trust also
provides that Barr Rosenberg Series Trust or any fund thereof may be terminated
by a vote of at least 50% of the shares of each fund entitled to vote (voting
separately by fund) or by a majority of the Trustees by written notice to
shareholders.
FEDERAL INCOME TAX CONSEQUENCES
The Merger is intended and is structured to qualify as a tax-free
reorganization. The Merger will be conditioned upon receipt of an opinion from
Ropes & Gray, counsel to the Trust, to the effect that, for federal income tax
purposes, based on the existing provisions of the Internal Revenue Code of 1986,
as amended (the "Code"), current administrative rules and court decisions:
(i) under Section 361 of the Code, no gain or loss will be recognized by the
Acquired Fund as a result of the Merger; (ii) under Section 354 of the Code, no
gain or loss will be recognized by shareholders of the Acquired Fund on the
distribution of Merger Shares to them in exchange for their shares of the
Acquired Fund; (iii) under Section 358 of the Code, the aggregate tax basis of
the Merger Shares that the Acquired Fund's shareholders receive in place of
their Acquired Fund shares will, in each case, be the same as the aggregate tax
basis of the Acquired Fund shares; (iv) under Section 1223(1) of the Code, each
Acquired Fund's shareholder's holding period for the Merger Shares received
pursuant to the Agreement will be determined by including the holding period for
the Acquired Fund shares exchanged for the Merger Shares, provided that the
shareholder held the Acquired Fund shares as a capital asset; (v) under
Section 1032 of the Code, no gain or loss will be recognized by the Acquiring
Fund as a result of the reorganization; (vi) under Section 362(b) of the Code,
the Acquiring Fund's tax basis in the assets that the Acquiring Fund receives
from the Acquired Fund will be the same as the Acquired Fund's tax basis in such
assets; and (vii) under Section 1223(2) of the Code, the Acquiring Fund's
holding period in such assets will include the Acquired Fund's holding period in
such assets.
The opinion will be based on certain factual certifications made by officers
of the Trust and on customary assumptions and certain qualifications. The actual
tax consequences of the Merger will depend on whether it meets the "continuity
of business enterprise" test, which requires that the Acquiring Fund either
(1) continue the Acquired Fund's "historic business" or (2) continue to use a
significant portion of the Acquired Fund's historic assets.
12
SALE OF ASSETS
A portion of the portfolio assets of the Acquired Fund may be sold
immediately prior to the Merger. The actual tax impact of such sales will depend
on the difference between the price at which such portfolio assets are sold and
the Acquired Fund's basis in such assets. Any capital gains recognized in these
sales will be distributed PRO RATA to the Acquired Fund's shareholders as
capital gain dividends (to the extent of net realized long-term capital gains
over net realized short-term capital losses) and/or ordinary dividends (to the
extent of net realized short-term capital gains) during or with respect to the
year of sale, and such distributions may be taxable to the shareholders.
The foregoing description of the federal income tax consequences of the
Merger is made without regard to the particular circumstances of any
shareholder. Shareholders are therefore urged to consult their tax advisers as
to the specific consequences of the Merger to them, including the applicability
and effect of state, local, foreign and other taxes.
CAPITALIZATION
The following tables show the capitalization of the Acquiring Fund and the
Acquired Fund as of 12/31/00 and of the Acquiring Fund on a PRO FORMA basis as
of that date, giving effect to the proposed acquisition by the Acquiring Fund of
the assets and liabilities of the Acquired Fund at net asset value:
CAPITALIZATION TABLES DECEMBER 31, 2000 (UNAUDITED)
INTERNATIONAL
INTERNATIONAL EQUITY FUND
JAPAN FUND EQUITY FUND (PRO FORMA)
------------- -------------- --------------
Net assets (000's omitted)
Investor...................................... $ 35 $ 2 $ 37
Institutional................................. $ 1,028 $ 9,031 $ 10,059
Shares outstanding
Investor...................................... $ 6,481.873 $ 207.928 $ 4,090.676
Institutional................................. $ 188,981.311 $1,000,002.000 $1,113,914.791
Net Asset Value
Investor...................................... $ 35,061.24 $ 1,877.56 $ 36,938.80
Institutional................................. $1,028,006.34 $9,030,644.23 $10,058,650.57
Net asset value per share
Investor...................................... $ 5.41 $ 9.03 $ 9.03
Institutional................................. $ 5.44 $ 9.03 $ 9.03
13
OWNERS OF 5% OR MORE OF THE FUNDS' SHARES
The following chart sets forth the names, addresses and percentage ownership
of those shareholders owning beneficially and of record 5% or more of the
outstanding shares of the Acquired Fund as of January 31, 2001. Those persons
who beneficially own more than 25% of a particular class of shares may be deemed
to control such class.
INSTITUTIONAL SHARES
EXPECTED
OWNERSHIP
PERCENTAGE
OWNERSHIP UPON MERGER
NAME AND ADDRESS PERCENTAGE CONSUMMATION
Koko M. Baker
c/o RIEM 4 Orinda Way
Orinda, CA 94563 7.60% .77%
Axa Rosenberg Group
4 Orinda Way Bldg E
Orinda, CA 94563 84.74% 8.54%
INVESTOR SHARES
EXPECTED
OWNERSHIP
PERCENTAGE
OWNERSHIP UPON MERGER
NAME AND ADDRESS PERCENTAGE CONSUMMATION
Sandra B. Cook
Sandra B. Cook Family Trust
425 N Martingale Rd 19 Floor
Schaumburg, IL 60173 19.26% 18.26%
National Investor Services Corp
55 Water St. 32nd Floor
New York, NY 10041 22.75% 26.69%
Jeremy Liss
4266 Strathdale Lane
West Bloomfield, MI 48323 6.65% 6.31%
Arthur Y. Liss
1400 N Woodward Ave 100
Bloomfield, MI 48304 30.63% 29.05%
Charles B. Murdock
Amanda S. Murdock
818 Thackston Dr.
Spartanburg, SC 29307 14.83% 14.07%
Gail Elizabeth Swope
RR2 Box 1053
Bar Harbor, ME 04609 5.62% 5.33%
14
The following chart sets forth the names, addresses and percentage ownership
of those shareholders owning beneficially and of record 5% or more of the
outstanding shares of the Acquiring Fund as of January 31, 2001. Those persons
who beneficially own more than 25% of a particular class of shares may be deemed
to control such class.
INSTITUTIONAL SHARES
EXPECTED
OWNERSHIP
PERCENTAGE
OWNERSHIP UPON MERGER
NAME AND ADDRESS PERCENTAGE CONSUMMATION
Equitable Life Assurance Society
of the United States
1290 Avenue of the Americas
New York, New York 10104 99.99% 89.92%
INVESTOR SHARES
EXPECTED
OWNERSHIP
PERCENTAGE
OWNERSHIP UPON MERGER
NAME AND ADDRESS PERCENTAGE CONSUMMATION
National Investor Services Corp.
55 Water Street, 32nd Floor
New York, NY 10041 99.03% 26.69%
INFORMATION ABOUT THE FUNDS
Other information regarding the Funds, including information with respect to
their investment objectives, policies, restrictions and financial histories may
be found in the Prospectus, the SAI, the Merger SAI, the Semi-Annual Report and
the Annual Report, which are available upon request by calling Barr Rosenberg
Series Trust Shareholder Services at (800) 555-5737 (Institutional Shares) or
(800) 447-3332 (Investor Shares).
Proxy materials, reports and other information filed by the Trust with
respect to the Funds can be inspected and copied at the Securities and Exchange
Commission's public reference room, located at 450 5th Street NW, Room 1200,
Washington DC 20549. You may call the Commission at 1-202-942-8090 for
information about the operation of the public reference room. You may also
access reports and other information about the Trust on the EDGAR database or
the Commission's Internet site at http://www.sec.gov. You may also obtain copies
of this information, with payment of a duplication fee, by electronic request at
the following email address: publicinfo@sec.gov or by writing the Public
Reference Section of the Commission, Washington, D.C. 20549-0102. You may need
to refer to the following file number:
FILE NO. 811-05547
15
APPENDIX A
AGREEMENT AND PLAN OF REORGANIZATION
This Agreement and Plan of Reorganization (the "Agreement") is made as of
March , 2001 in Boston, Massachusetts, by and between the Barr Rosenberg
Series Trust, a Massachusetts business trust (the "Trust"), on behalf of its AXA
Rosenberg Japan Fund (the "Acquired Fund"), and the Trust, on behalf of its AXA
Rosenberg International Equity Fund (the "Acquiring Fund").
PLAN OF REORGANIZATION
(a) The Acquired Fund will sell, assign, convey, transfer and deliver to
the Acquiring Fund on the Exchange Date (as defined in Section 6) all of its
properties and assets. In consideration therefore, the Acquiring Fund shall, on
the Exchange Date, assume all of the liabilities of the Acquired Fund existing
at the Valuation Time (as defined in Section 3(c)) and deliver to the Acquired
Fund (i) a number of full and fractional Investor shares of beneficial interest
of the Acquiring Fund (the "Investor Merger Shares") having an aggregate net
asset value equal to the value of the assets of the Acquired Fund attributable
to the Investor shares of the Acquired Fund transferred to the Acquiring Fund on
such date less the value of the liabilities of the Acquired Fund attributable to
the Investor shares of the Acquired Fund assumed by the Acquiring Fund on that
date, and (ii) a number of full and fractional Institutional shares of
beneficial interest of the Acquiring Fund (the "Institutional Merger Shares")
having an aggregate net asset value equal to the value of the assets of the
Acquired Fund attributable to the Institutional shares of the Acquired Fund
transferred to the Acquiring Fund on such date less the value of the liabilities
of the Acquired Fund attributable to the Institutional shares of the Acquired
Fund assumed by the Acquiring Fund on that date. (The Investor Merger Shares and
the Institutional Merger Shares shall be referred to collectively as the "Merger
Shares"). It is intended that the reorganization described in this Agreement
shall be a reorganization within the meaning of Section 368 of the Internal
Revenue Code of 1986, as amended (the "Code").
(b) Upon consummation of the transaction described in paragraph (a) of this
Agreement, the Acquired Fund shall distribute in complete liquidation to its
Institutional and Investor shareholders of record as of the Exchange Date the
Institutional and Investor Merger Shares, each such shareholder being entitled
to receive that proportion of such Institutional and Investor Merger Shares
which the number of Investor and Institutional shares, as applicable, of
beneficial interest of the Acquired Fund held by such shareholder bears to the
number of Institutional and Investor shares of the Acquired Fund outstanding on
such date. Certificates representing the Institutional and Investor Merger
Shares will not be issued. All issued and outstanding Institutional and Investor
shares of the Acquired Fund will simultaneously be canceled on the books of the
Acquired Fund.
(c) As promptly as practicable after the liquidation of the Acquired Fund
as aforesaid, the Acquired Fund shall be dissolved pursuant to the provisions of
the Second Amended and Restated Agreement and Declaration of Trust of the Trust,
as amended (the "Declaration of Trust"), and applicable law, and its legal
existence will be terminated. Any reporting responsibility of the Acquired Fund
is and shall remain the responsibility of the Acquired Fund up to and including
the Exchange Date or, if applicable, such later date on which the Acquired Fund
is liquidated.
AGREEMENT
The Acquiring Fund and the Acquired Fund agree as follows:
1. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE ACQUIRING FUND. The
Acquiring Fund represents and warrants to and agrees with the Acquired Fund
that:
a. The Acquiring Fund is a series of the Trust, a Massachusetts business
trust duly established and validly existing under the laws of The Commonwealth
of Massachusetts, and has power to own all of its
A-1
properties and assets and to carry out its obligations under this Agreement. The
Trust is qualified as a foreign association in every jurisdiction where
required, except to the extent that failure to so qualify would not have a
material adverse effect on the Trust. Each of the Trust and the Acquiring Fund
has all necessary federal, state and local authorizations to carry on its
business as now being conducted and to carry out this Agreement.
b. The Acquiring Fund is registered under the Investment Company Act of
1940, as amended (the "1940 Act"), as an open-end management investment company,
and such registration has not been revoked or rescinded and is in full force and
effect.
c. The statement of assets and liabilities, statement of operations,
statement of changes in net assets and a schedule of investments (indicating
their market values) of the Acquiring Fund as of and for the period from
June 7, 2000, the inception date of the Acquiring Fund, through September 30,
2000 have been furnished to the Acquired Fund. Such statement of assets and
liabilities and schedule fairly present the financial position of the Acquiring
Fund as of that date and such statements of operations and changes in net assets
fairly reflect the results of its operations and changes in net assets for the
periods covered thereby in conformity with generally accepted accounting
principles.
d. The current prospectus and statement of additional information of the
Trust, each dated July 31, 2000 (collectively, as from time to time amended and
supplemented, the "Prospectus"), which have previously been furnished to the
Acquired Fund, did not as of such date and does not as of the date hereof
contain, with respect to the Acquiring Fund, any untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein not misleading.
e. There are no material legal, administrative or other proceedings pending
or, to the knowledge of the Trust or the Acquiring Fund, threatened against the
Trust or the Acquiring Fund, which assert liability on the part of the Acquiring
Fund. The Acquiring Fund knows of no facts which might form the basis for the
institution of any such proceedings and is not a party to or subject to the
provisions of any order, decree or judgment of any court or governmental body
which materially and adversely affects its business or its ability to consummate
the transactions herein contemplated.
f. The Acquiring Fund has no known liabilities of a material nature,
contingent or otherwise, other than those shown belonging to it on its statement
of assets and liabilities as of September 30, 2000, those incurred in the
ordinary course of its business as an investment company since September 30,
2000 and those to be assumed pursuant to this Agreement. Prior to the Exchange
Date, the Acquiring Fund will endeavor to quantify and to reflect on its balance
sheet all of its material known liabilities and will advise the Acquired Fund of
all material liabilities, contingent or otherwise, incurred by it subsequent to
September 30, 2000, whether or not incurred in the ordinary course of business.
g. As of the Exchange Date, the Acquiring Fund will have filed all federal
and other tax returns and reports which, to the knowledge of the officers of the
Trust, are required to have been filed by the Acquiring Fund and will have paid
or will pay all federal and other taxes shown to be due on said returns or on
any assessments received by the Acquiring Fund. All tax liabilities of the
Acquiring Fund have been adequately provided for on its books, and no tax
deficiency or liability of the Acquiring Fund has been asserted, and no question
with respect thereto has been raised or is under audit by the Internal Revenue
Service or by any state or local tax authority for taxes in excess of those
already paid.
h. No consent, approval, authorization or order of any court or
governmental authority is required for the consummation by the Acquiring Fund of
the transactions contemplated by this Agreement, except such as may be required
under the Securities Act of 1933, as amended (the "1933 Act"), the Securities
Exchange Act of 1934, as amended (the "1934 Act"), the Investment Company Act of
1940, as amended (the "1940 Act") and state insurance, securities or blue sky
laws (which term as used herein shall include the relevant laws of the District
of Columbia and of Puerto Rico).
A-2
i. The registration and information statement (the "Information Statement")
filed on Form N-14 with the Securities and Exchange Commission (the
"Commission") by the Trust on behalf of the Acquiring Fund and relating to the
Merger Shares issuable hereunder, on the effective date of the Information
Statement, (i) will comply in all material respects with the provisions of the
1933 Act, the 1934 Act and the 1940 Act and the rules and regulations thereunder
and (ii) will not contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading; and on the Exchange Date, the prospectus
which is contained in the Information Statement, as amended or supplemented by
any amendments or supplements filed with the Commission by the Trust will not
contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading; provided, however, that none of the representations and warranties
in this subsection shall apply to statements in or omissions from the
Information Statement made in reliance upon and in conformity with information
furnished in writing by the Acquired Fund to the Acquiring Fund specifically for
use in the Information Statement.
j. There are no material contracts outstanding to which the Acquiring Fund
is a party, other than as are or will be disclosed in the Trust's registration
statement on Form N-1A under the 1940 Act, as amended (the "Registration
Statement"), and the Information Statement.
k. All of the issued and outstanding shares of beneficial interest of the
Acquiring Fund have been offered for sale and sold in conformity with all
applicable federal and state securities laws (including any applicable
exemptions therefrom), or the Acquiring Fund has taken any action necessary to
remedy any prior failure to have offered for sale and sold such shares in
conformity with such laws.
l. The Acquiring Fund qualifies and will at all times through the Exchange
Date qualify for taxation as a "regulated investment company" under Sections 851
and 852 of the Code.
m. The issuance of the Merger Shares pursuant to this Agreement will be in
compliance with all applicable federal and state securities laws.
n. The Merger Shares to be issued to the Acquired Fund have been duly
authorized and, when issued and delivered pursuant to this Agreement, will be
legally and validly issued and will be fully paid and non-assessable by the
Acquiring Fund, and no shareholder of the Acquiring Fund will have any
preemptive right of subscription or purchase in respect thereof.
o. All issued and outstanding shares of the Acquiring Fund are, and at the
Exchange Date will be, duly authorized, validly issued, fully paid and
non-assessable by the Acquiring Fund. The Acquiring Fund does not have
outstanding any options, warrants or other rights to subscribe for or purchase
any Acquiring Fund shares, nor is there outstanding any security convertible
into any Acquiring Fund shares.
2. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE ACQUIRED FUND. The
Acquired Fund represents and warrants to and agrees with the Acquiring Fund
that:
a. The Acquired Fund is a series of the Trust, a Massachusetts business
trust duly established and validly existing under the laws of The Commonwealth
of Massachusetts, and has power to own all of its properties and assets and to
carry out this Agreement. The Trust is qualified as a foreign association in
every jurisdiction where required, except to the extent that failure to so
qualify would not have a material adverse effect on the Trust. Each of the Trust
and the Acquired Fund has all necessary federal, state and local authorizations
to own all of its properties and assets, to carry on its business as now being
conducted and to carry out this Agreement.
b. The Trust is registered under the 1940 Act as an open-end management
investment company, and such registration has not been revoked or rescinded and
is in full force and effect.
c. A statement of assets and liabilities, statement of operations,
statement of changes in net assets and a schedule of investments (indicating
their market values) of the Acquired Fund as of and for the year
A-3
ended March 31, 2000 have been furnished to the Acquiring Fund. Such statement
of assets and liabilities and schedule fairly present the financial position of
the Acquired Fund as of that date, and such statements of operations and changes
in net assets fairly reflect the results of its operations and changes in net
assets for the period covered thereby, in conformity with generally accepted
accounting principles.
d. The Prospectus, which has been previously furnished to the Acquiring
Fund, did not as of its effective date and does not as of the date hereof
contain, with respect to the Trust and the Acquired Fund, any untrue statement
of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading.
e. There are no material legal, administrative or other proceedings pending
or, to the knowledge of the Trust or the Acquired Fund, threatened against the
Trust or the Acquired Fund, which assert liability on the part of the Acquired
Fund. The Acquired Fund knows of no facts which might form the basis for the
institution of such proceedings and is not a party to or subject to the
provisions of any order, decree or judgment of any court or governmental body
which materially and adversely affects its business or its ability to consummate
the transactions herein contemplated.
f. There are no material contracts outstanding to which the Acquired Fund
is a party, other than as are disclosed in the Registration Statement and the
Information Statement.
g. The Acquired Fund has no known liabilities of a material nature,
contingent or otherwise, other than those shown on the Acquired Fund's statement
of assets and liabilities as of March 31, 2000 referred to above and those
incurred in the ordinary course of its business as an investment company since
such date. Prior to the Exchange Date, the Acquired Fund will endeavor to
quantify and to reflect on its balance sheet all of its material known
liabilities and will advise the Acquiring Fund of all material liabilities,
contingent or otherwise, incurred by it subsequent to March 31, 2000, whether or
not incurred in the ordinary course of business.
h. As of the Exchange Date, the Acquired Fund will have filed all federal
and other tax returns and reports which, to the knowledge of the officers of the
Trust, are required to have been filed by the Acquired Fund and has paid or will
pay all federal and other taxes shown to be due on said returns or on any
assessments received by the Acquired Fund. All tax liabilities of the Acquired
Fund have been adequately provided for on its books, and no tax deficiency or
liability of the Acquired Fund has been asserted, and no question with respect
thereto has been raised or is under audit, by the Internal Revenue Service or by
any state or local tax authority for taxes in excess of those already paid.
i. At the Exchange Date, the Trust, on behalf of the Acquired Fund, will
have full right, power and authority to sell, assign, transfer and deliver the
Investments (as defined below) and any other assets and liabilities of the
Acquired Fund to be transferred to the Acquiring Fund pursuant to this
Agreement. At the Exchange Date, subject only to the delivery of the Investments
and any such other assets and liabilities as contemplated by this Agreement, the
Acquiring Fund will acquire the Investments and any such other assets and
liabilities subject to no encumbrances, liens or security interests whatsoever
and without any restrictions upon the transfer thereof, except as previously
disclosed to the Acquiring Fund. As used in this Agreement, the term
"Investments" shall mean the Acquired Fund's investments shown on the schedule
of its investments as of March 31, 2000 referred to in Section 2(c) hereof, as
supplemented with such changes in the portfolio as the Acquired Fund shall make,
and changes resulting from stock dividends, stock split-ups, mergers and similar
corporate actions through the Exchange Date.
j. No registration under the 1933 Act of any of the Investments would be
required if they were, as of the time of such transfer, the subject of a public
distribution by either of the Acquiring Fund or the Acquired Fund, except as
previously disclosed to the Acquiring Fund by the Acquired Fund.
k. No consent, approval, authorization or order of any court or
governmental authority is required for the consummation by the Acquired Fund of
the transactions contemplated by this Agreement, except
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such as may be required under the 1933 Act, 1934 Act, the 1940 Act or state
insurance, securities or blue sky laws.
l. Reserved
m. The Acquired Fund qualifies and will at all times through the Exchange
Date qualify for taxation as a "regulated investment company" under Section 851
and 852 of the Code.
n. At the Exchange Date, the Acquired Fund will have sold such of its
assets, if any, as are necessary to assure that, after giving effect to the
acquisition of the assets of the Acquired Fund pursuant to this Agreement, the
Acquiring Fund will remain a "diversified company" within the meaning of
Section 5(b)(1) of the 1940 Act and in compliance with such other mandatory
investment restrictions as are set forth in the Prospectus, as amended through
the Exchange Date. Notwithstanding the foregoing, nothing herein will require
the Acquired Fund to dispose of any assets if, in the reasonable judgment of the
Acquired Fund, such disposition would adversely affect the tax-free nature of
the reorganization or would violate the Acquired Fund's fiduciary duty to its
shareholders.
o. All of the issued and outstanding shares of beneficial interest of the
Acquired Fund shall have been offered for sale and sold in conformity with all
applicable federal and state securities laws (including any applicable
exemptions therefrom), or the Acquired Fund has taken any action necessary to
remedy any prior failure to have offered for sale and sold such shares in
conformity with such laws.
p. All issued and outstanding shares of the Acquired Fund are, and at the
Exchange Date will be, duly authorized, validly issued, fully paid and
non-assessable by the Acquired Fund. The Acquired Fund does not have outstanding
any options, warrants or other rights to subscribe for or purchase any of the
Acquired Fund shares, nor is there outstanding any security convertible into any
of the Acquired Fund shares.
3. REORGANIZATION.
a. The holder of a majority of the outstanding voting securities of the
Acquired Fund has indicated that it will approve the transactions contemplated
hereby. Subject to such approval and to the other terms and conditions contained
herein (including the Acquired Fund's obligation to distribute to its
shareholders all of its investment company taxable income and net capital gain
as described in Section 8(l) hereof), the Acquired Fund agrees to sell, assign,
convey, transfer and deliver to the Acquiring Fund, and the Acquiring Fund
agrees to acquire from the Acquired Fund, on the Exchange Date all of the
Investments and all of the cash and other properties and assets of the Acquired
Fund, whether accrued or contingent (including cash received by the Acquired
Fund upon the liquidation by the Acquired Fund of any Investments), in exchange
for that number of shares of beneficial interest of the Acquiring Fund provided
for in Section 4 and the assumption by the Acquiring Fund of all of the
liabilities of the Acquired Fund, whether accrued or contingent, existing at the
Valuation Time (as defined below) except for the Acquired Fund's liabilities, if
any, arising in connection with this Agreement. Pursuant to this Agreement, the
Acquired Fund will, as soon as practicable after the Exchange Date, distribute
all of the Investor and Institutional Merger Shares received by it to the
shareholders of the Acquired Fund in exchange for their Investor and
Institutional shares of the Acquired Fund.
b. The Acquired Fund will pay or cause to be paid to the Acquiring Fund any
interest, cash or such dividends, rights and other payments received by it on or
after the Exchange Date with respect to the Investments and other properties and
assets of the Acquired Fund, whether accrued or contingent, received by it on or
after the Exchange Date. Any such distribution shall be deemed included in the
assets transferred to the Acquiring Fund at the Exchange Date and shall not be
separately valued unless the securities in respect of which such distribution is
made shall have gone "ex" such distribution prior to the Valuation Time, in
which case any such distribution which remains unpaid at the Exchange Date shall
be included in the determination of the value of the assets of the Acquired Fund
acquired by the Acquiring Fund.
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c. The Valuation Time shall be 4:00 p.m. Eastern time on the Exchange Date
or such earlier or later day as may be mutually agreed upon in writing by the
parties hereto (the "Valuation Time").
4. TRANSACTION. On the Exchange Date, the Acquiring Fund will deliver to
the Acquired Fund (i) a number of full and fractional Investor Merger Shares
having an aggregate net asset value equal to the value of the assets of the
Acquired Fund attributable to the Investor shares of the Acquired Fund
transferred to the Acquiring Fund on such date less the value of the liabilities
of the Acquired Fund attributable to the Investor shares of the Acquired Fund
assumed by the Acquiring Fund on that date and (ii) a number of full and
fractional Institutional Merger Shares having an aggregate net asset value equal
to the value of the assets of the Acquired Fund attributable to the
Institutional shares of the Acquired Fund transferred to the Acquiring Fund on
such date less the value of the liabilities of the Acquired Fund attributable to
the Institutional shares of the Acquired Fund assumed by the Acquiring Fund on
that date.
a. The net asset value of the Investor and Institutional Merger Shares to
be delivered to the Acquired Fund, the value of the assets attributable to the
Investor and Institutional shares of the Acquired Fund, and the value of the
liabilities attributable to the Investor and Institutional shares of the
Acquired Fund to be assumed by the Acquiring Fund, shall in each case be
determined as of the Valuation Time.
b. The net asset value of the Investor and Institutional Merger Shares
shall be computed in the manner set forth in the Registration Statement. The
value of the assets and liabilities of the Investor and Institutional shares of
the Acquired Fund shall be determined by the Acquiring Fund, in cooperation with
the Acquired Fund, pursuant to procedures which the Acquiring Fund would use in
determining the fair market value of the Acquiring Fund's assets and
liabilities.
c. No adjustment shall be made in the net asset value of either the
Acquired Fund or the Acquiring Fund to take into account differences in realized
and unrealized gains and losses.
d. The Acquired Fund shall distribute the Merger Shares to the shareholders
of the Acquired Fund by furnishing written instructions to the Acquiring Fund's
transfer agent, which will as soon as practicable set up an open account for
each Acquired Fund shareholder in accordance with such written instructions.
e. The Acquiring Fund shall assume all liabilities of the Acquired Fund,
whether accrued or contingent, in connection with the acquisition of assets and
subsequent dissolution of the Acquired Fund or otherwise, except for the
Acquired Fund's liabilities, if any, pursuant to this Agreement.
5. EXPENSES, FEES, ETC.
a. The parties hereto understand and agree that the costs of the
transactions contemplated by this Agreement (other than portfolio transfer
taxes, if any, brokerage and other similar expenses) are being borne by the
Funds' investment adviser, AXA Rosenberg Investment Management LLC, and/or its
affiliates. Notwithstanding the foregoing, expenses will in any event be paid by
the party directly incurring such expenses if and to the extent that the payment
by the other party of such expenses would result in the disqualification of such
party as a "regulated investment company" within the meaning of Section 851 of
the Code.
b. Reserved
c. Reserved
d. Reserved
e. Notwithstanding any other provisions of this Agreement, if for any
reason the transactions contemplated by this Agreement are not consummated, no
party shall be liable to the other party for any damages resulting therefrom,
including, without limitation, consequential damages.
6. EXCHANGE DATE. Delivery of the assets of the Acquired Fund to be
transferred, assumption of the liabilities of the Acquired Fund to be assumed,
and the delivery of the Merger Shares to be issued shall be
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made at Boston, Massachusetts, on and as of March 29, 2001, or at such other
date agreed to by the Acquiring Fund and the Acquired Fund, the date and time
upon which such delivery is to take place being referred to herein as the
"Exchange Date."
7. DISSOLUTION.
a. The Acquired Fund agrees that the liquidation and dissolution of the
Acquired Fund will be effected in the manner provided in the Declaration of
Trust in accordance with applicable law, and that on and after the Exchange
Date, the Acquired Fund shall not conduct any business except in connection with
its liquidation and dissolution.
b. The Acquiring Fund has, in consultation with the Acquired Fund and based
in part on information furnished by the Acquired Fund, filed the Information
Statement with the Commission. Each of the Acquired Fund and the Acquiring Fund
will cooperate with the other, and each will furnish to the other the
information relating to itself required by the 1933 Act, the 1934 Act and the
1940 Act and the rules and regulations thereunder to be set forth in the
Information Statement.
8. CONDITIONS TO THE ACQUIRING FUND'S OBLIGATIONS. The obligations of the
Acquiring Fund hereunder shall be subject to the following conditions:
a. That this Agreement shall have been adopted and the transactions
contemplated hereby shall have been approved by the requisite votes of the
holders of the outstanding shares of beneficial interest of the Acquired Fund
entitled to vote.
b. That the Acquired Fund shall have furnished to the Acquiring Fund a
statement of the Acquired Fund's assets and liabilities, with values determined
as provided in Section 4 of this Agreement, together with a list of Investments
with their respective tax costs, all as of the Valuation Time, certified on the
Acquired Fund's behalf by the Trust's President (or any Vice President) and
Treasurer (or any Assistant Treasurer), and a certificate of both such officers,
dated the Exchange Date, certifying that there has been no material adverse
change in the financial position of the Acquired Fund since March 31, 2000,
other than changes in the Investments and other assets and properties since that
date or changes in the market value of the Investments and other assets of the
Acquired Fund, or changes due to dividends paid or losses from operations.
c. That the Acquired Fund shall have furnished to the Acquiring Fund a
statement, dated the Exchange Date, signed by the Trust's President (or any Vice
President) and Treasurer (or any Assistant Treasurer) certifying that as of the
Valuation Time and as of the Exchange Date all representations and warranties of
the Acquired Fund made in this Agreement are true and correct in all material
respects as if made at and as of such dates and that the Acquired Fund has
complied with all the agreements and satisfied all the conditions on its part to
be performed or satisfied at or prior to such dates.
d. Reserved
e. That there shall not be any material litigation pending with respect to
the matters contemplated by this Agreement.
f. That the Acquiring Fund shall have received an opinion of Ropes & Gray,
counsel to the Trust, in form satisfactory to the Acquiring Fund, and dated the
Exchange Date, to the effect that (i) the Trust is a Massachusetts business
trust duly formed and is validly existing under the laws of The Commonwealth of
Massachusetts and has the power to own all its properties and to carry on its
business as presently conducted; (ii) this Agreement has been duly authorized,
executed and delivered by the Trust on behalf of the Acquired Fund and, assuming
that the Information Statement complies with the 1933 Act, the 1934 Act and the
1940 Act and assuming due authorization, execution and delivery of this
Agreement by the Trust on behalf of the Acquiring Fund, is a valid and binding
obligation of the Trust and the Acquired Fund; (iii) the Trust, on behalf of the
Acquired Fund, has power to sell, assign, convey, transfer and deliver the
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assets contemplated hereby and, upon consummation of the transactions
contemplated hereby in accordance with the terms of this Agreement, the Acquired
Fund will have duly sold, assigned, conveyed, transferred and delivered such
assets to the Acquiring Fund; (iv) the execution and delivery of this Agreement
did not, and the consummation of the transactions contemplated hereby will not,
violate the Declaration of Trust or By-Laws of the Trust; and (v) to the
knowledge of such counsel, no consent, approval, authorization or order of any
court or governmental authority is required for the consummation by the Trust on
behalf of the Acquired Fund of the transactions contemplated hereby, except such
as will have been obtained under the 1933 Act, the 1934 Act and the 1940 Act and
such as may be required under state securities or blue sky laws.
g. That the Acquiring Fund shall have received an opinion of Ropes & Gray
(which opinion would be based upon certain factual representations and subject
to certain qualifications), dated the Exchange Date, in form satisfactory to the
Acquiring Fund, to the effect that, on the basis of the existing provisions of
the Code, current administrative rules and court decisions, for federal income
tax purposes (i) no gain or loss will be recognized by the Acquiring Fund upon
receipt of the assets transferred to and assumption of liabilities from the
Acquiring Fund pursuant to this Agreement in exchange for the Merger Shares;
(ii) the basis to the Acquiring Fund of the assets will be the same as the basis
of the assets in the hands of the Acquired Fund immediately prior to such
exchange; and (iii) the Acquiring Fund's holding periods with respect to the
assets will include the respective periods for which the assets were held by the
Acquired Fund.
h. That the assets of the Acquired Fund to be acquired by the Acquiring
Fund will include no assets which the Acquiring Fund, by reason of charter
limitations or of investment restrictions disclosed in the Information Statement
in effect on the Exchange Date, may not properly acquire.
i. That the Information Statement shall have become effective under the
1933 Act, and no stop order suspending such effectiveness shall have been
instituted or, to the knowledge of the Trust or the Acquiring Fund, threatened
by the Commission.
j. That the Trust shall have received from the Commission, any relevant
state securities administrator and any relevant state insurance regulatory
authority such order or orders as are reasonably necessary or desirable under
the 1933 Act, the 1934 Act, the 1940 Act, and any applicable state securities or
blue sky laws or state insurance laws in connection with the transactions
contemplated hereby, and that all such orders shall be in full force and effect.
k. That all actions taken by the Trust on behalf of the Acquired Fund in
connection with the transactions contemplated by this Agreement and all
documents incidental thereto shall be satisfactory in form and substance to the
Acquiring Fund.
l. That, prior to the Exchange Date, the Acquired Fund shall have declared
a dividend or dividends which, together with all previous such dividends, shall
have the effect of distributing to the shareholders of the Acquired Fund
(i) all of the excess of (x) the Acquired Fund's investment income excludable
from gross income under Section 103(a) of the Code over (y) the Acquired Fund's
deductions disallowed under Sections 265 and 171(a)(2) of the Code, (ii) all of
the Acquired Fund's investment company taxable income (as defined in
Section 852 of the Code) (computed without regard to any deduction for dividends
paid), and (iii) all of the Acquired Fund's net capital gain (i.e., the excess
of net long-term capital gain over net short-term capital gain) realized (after
reduction for any capital loss carryover), in each case for its taxable years
ending on or after March 31, 2000 and on or prior to the Exchange Date.
m. That the Acquired Fund shall have furnished to the Acquiring Fund a
certificate, signed by the President (or any Vice President) and the Treasurer
(or any Assistant Treasurer) of the Trust, as to the tax cost to the Acquired
Fund of the securities delivered to the Acquiring Fund pursuant to this
Agreement, together with any such other evidence as to such tax cost as the
Acquiring Fund may reasonably request.
A-8
n. That the Acquired Fund's custodian shall have delivered to the Acquiring
Fund a certificate identifying all of the assets of the Acquired Fund held or
maintained by such custodian as of the Valuation Time.
o. That the Acquired Fund's transfer agent shall have provided to the
Acquiring Fund (i) the originals or true copies of all of the records of the
Acquired Fund in the possession of such transfer agent as of the Exchange Date,
(ii) a certificate setting forth the number of shares of the Acquired Fund
outstanding as of the Valuation Time, and (iii) the name and address of each
holder of record of any shares and the number of shares held of record by each
such shareholder.
p. That the Acquired Fund's transfer agent shall have provided to the
acquiring Fund (i) the originals or true copies of all of the records of the
Acquired Fund in the possession of such transfer agent as of the Exchange Date,
(ii) a certificate setting forth the number of shares of the Acquired Fund
outstanding as of the Valuation Time, and (iii) the name and address of each
holder of record of any share and the number of shares held of record by each
such shareholder.
q. Reserved
r. Reserved
9. CONDITIONS TO THE ACQUIRED FUND'S OBLIGATIONS. The obligations of the
Acquired Fund hereunder shall be subject to the following conditions:
a. That this Agreement shall have been adopted and the transactions
contemplated hereby shall have been approved by the requisite votes of the
holders of the outstanding shares of beneficial interest of the Acquired Fund
entitled to vote.
b. That the Trust, on behalf of the Acquiring Fund, shall have executed and
delivered to the Acquired Fund an Assumption of Liabilities dated as of the
Exchange Date pursuant to which the Acquiring Fund will assume all of the
liabilities of the Acquired Fund existing at the Valuation Time in connection
with the transactions contemplated by this Agreement, other than liabilities
arising pursuant to this Agreement.
c. That the Acquiring Fund shall have furnished to the Acquired Fund a
statement, dated the Exchange Date, signed by the Trust's President (or any Vice
President) and Treasurer (or any Assistant Treasurer) certifying that as of the
Valuation Time and the Exchange Date all representations and warranties of the
Acquiring Fund made in this Agreement are true and correct in all material
respects as if made at and as of such date, and that the Acquiring Fund has
complied with all of the agreements and satisfied all of the conditions on its
part to be performed or satisfied at or prior to each of such dates; and that
the Trust shall have furnished to the Acquired Fund a statement, dated the
Exchange Date, signed by an officer of the Trust certifying that as of the
Valuation Time and as of the Exchange Date, to the best of the Trust's
knowledge, after due inquiry, all representations and warranties of the
Acquiring Fund made in this Agreement are true and correct in all material
respects as if made at and as of such date.
d. That there shall not be any material litigation pending or threatened
with respect to the matters contemplated by this Agreement.
e. That the Acquired Fund shall have received an opinion of Ropes & Gray,
counsel to the Acquiring Fund, in form satisfactory to the Acquired Fund, and
dated the Exchange Date, to the effect that (i) the Trust is a Massachusetts
business trust duly formed and is validly existing under the laws of The
Commonwealth of Massachusetts and has the power to own all its properties and to
carry on its business as presently conducted; (ii) the Merger Shares to be
delivered to the Acquired Fund as provided for by this Agreement are duly
authorized and upon such delivery will be validly issued and will be fully paid
and non-assessable by the Trust and the Acquiring Fund and no shareholder of the
Acquiring Fund has any preemptive right to subscription or purchase in respect
thereof; (iii) this Agreement has been duly authorized, executed and delivered
by the Trust on behalf of the Acquiring Fund and, assuming that the
A-9
Information Statement and the Registration Statement comply with the 1933 Act,
the 1934 Act and the 1940 Act and assuming due authorization, execution and
delivery of this Agreement by the Trust on behalf of the Acquired Fund, is a
valid and binding obligation of the Trust and the Acquiring Fund; (iv) the
execution and delivery of this Agreement did not, and the consummation of the
transactions contemplated hereby will not, violate the Declaration of Trust or
By-Laws of the Trust; (v) no consent, approval, authorization or order of any
court or governmental authority is required for the consummation by the Trust on
behalf of the Acquiring Fund of the transactions contemplated herein, except
such as have been obtained under the 1933 Act, the 1934 Act and the 1940 Act and
such as may be required under state securities or blue sky laws; and (vi) the
Information Statement has become effective under the 1933 Act, and to best of
the knowledge of such counsel, no stop order suspending the effectiveness of the
Information Statement has been issued and no proceedings for that purpose have
been instituted or are pending or contemplated under the 1933 Act. Such opinion
may state that such counsel does not express any opinion or belief as to the
financial statements or other financial data, or as to the information relating
to the Acquired Fund, contained in the Information Statement, and may contain
other customary or appropriate qualifications.
f. That the Acquired Fund shall have received anopinion of Ropes & Gray,
dated the Exchange Date (which opinion would be based upon certain factual
representations and subject to certain qualifications), in form satisfactory to
the Acquired Fund, to the effect that, on the basis of the existing provisions
of the Code, current administrative rules and court decisions, for federal
income tax purposes: (i) no gain or loss will be recognized by the Acquired Fund
as a result of the reorganization; (ii) no gain or loss will be recognized by
shareholders of the Acquired Fund on the distribution of Merger Shares to them
in exchange for their shares of the Acquired Fund; (iii) the aggregate tax basis
of the Merger Shares that the Acquired Fund's shareholders receive in place of
their Acquired Fund shares will, in each case, be the same as the aggregate
basis of the Acquired Fund shares; and (iv) an Acquired Fund shareholder's
holding period for the Merger Shares received pursuant to the Agreement will be
determined by including such shareholder's holding period for the Acquired Fund
shares exchanged for the Merger Shares, provided that the shareholder held the
Acquired Fund shares as a capital asset.
g. That all actions taken by the Trust on behalf of the Acquiring Fund in
connection with the transactions contemplated by this Agreement and all
documents incidental thereto shall be satisfactory in form and substance to the
Acquired Fund.
h. That the Information Statement shall have become effective under the
1933 Act, and no stop order suspending such effectiveness shall have been
instituted or, to the knowledge of the Trust or the Acquiring Fund, threatened
by the Commission.
i. That the Trust shall have received from the Commission, any relevant
state securities administrator and any relevant state insurance regulatory
authority such order or orders as are reasonably necessary or desirable under
the 1933 Act, the 1934 Act, the 1940 Act, and any applicable state securities or
blue sky laws or state insurance laws in connection with the transactions
contemplated hereby, and that all such orders shall be in full force and effect.
j. That the sale of substantially all the assets of the Acquired Fund to
the Acquiring Fund shall be approved by the requisite votes of the holders of
the outstanding shares of beneficial interest of the Acquired Fund.
10. INDEMNIFICATION.
a. The Acquired Fund shall indemnify and hold harmless, out of the assets
of the Acquired Fund (which shall be deemed to include the assets of the
Acquiring Fund represented by the Merger Shares following the Exchange Date) but
no other assets, the trustees and officers of the Trust (for purposes of this
subparagraph, the "Indemnified Parties") against any and all expenses, losses,
claims, damages and liabilities at any time imposed upon or reasonably incurred
by any one or more of the Indemnified Parties
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in connection with, arising out of, or resulting from any claim, action, suit or
proceeding in which any one or more of the Indemnified Parties may be involved
or with which any one or more of the Indemnified Parties may be threatened by
reason of any untrue statement or alleged untrue statement of a material fact
relating to the Acquired Fund contained in the Information Statement or any
amendment or supplement thereof, or arising out of or based upon the omission or
alleged omission to state in any of the foregoing a material fact relating to
the Acquired Fund required to be stated therein or necessary to make the
statements relating to the Acquired Fund required to be stated therein not
misleading, including, without limitation, any amounts paid by any one or more
of the Indemnified Parties in a reasonable compromise or settlement of any such
claim, action, suit or proceeding, or threatened claim, action, suit,
proceeding, legal process or any suit brought against or claim made with the
consent of the Acquired Fund. The Indemnified Parties will notify the Acquired
Fund in writing within ten (10) days after the receipt by any one or more of the
Indemnified Parties of any notice of legal process or any suit brought against
or claim made against such Indemnified Party as to any matters covered by this
Section 10(a). The Acquired Fund shall be entitled to participate at its own
expense in the defense of any claim, action, suit or proceeding covered by this
Section 10(a), or, if it so elects, to assume at its expense by counsel
satisfactory to the Indemnified Parties the defense of any such claim, action,
suit or proceeding, and if the Acquired Fund elects to assume such defense, the
Indemnified Parties shall be entitled to participate in the defense of any such
claim, action, suit or proceeding at their expense. The Acquired Fund's
obligation under Section 10(a) to indemnify and hold harmless the Indemnified
Parties shall constitute a guarantee of payment so that the Acquired Fund will
pay in the first instance any expenses, losses, claims, damages and liabilities
required to be paid by it under this Section 10(a) without the necessity of the
Indemnified Parties first paying the same. The indemnification obligations of
the Acquired Fund under this Section 10(a) shall be assumed by the Acquiring
Fund upon the Exchange Date, at which time the Acquired Fund shall be
automatically released from such indemnification obligations.
b. The Acquiring Fund shall indemnify and hold harmless, out of the assets
of the Acquiring Fund but no other assets, the directors and officers of the
Acquired Fund (for purposes of this subparagraph, the "Indemnified Parties")
against any and all expenses, losses, claims, damages and liabilities at any
time imposed upon or reasonably incurred by any one or more of the Indemnified
Parties in connection with, arising out of, or resulting from any claim, action,
suit or proceeding in which any one or more of the Indemnified Parties may be
involved or with which any one or more of the Indemnified Parties may be
threatened by reason of any untrue statement or alleged untrue statement of a
material fact relating to the Acquiring Fund contained in the Information
Statement or any amendment or supplement thereof, or arising out of, or based
upon, the omission or alleged omission to state in any of the foregoing a
material fact relating to the Trust or the Acquiring Fund required to be stated
therein or necessary to make statements relating to the Trust or the Acquiring
Fund therein not misleading, including without limitation, any amounts paid by
any one or more of the Indemnified Parties in a reasonable compromise or
settlement of any such claim, action, suit or proceeding, or threatened claim,
action, suit or proceeding, legal process or any suit brought against or claim
made with the consent of the Trust or the Acquiring Fund. The Indemnified
Parties will notify the Trust and the Acquiring Fund in writing within ten (10)
days after the receipt by any one or more of the Indemnified Parties of any
notice of legal process or any suit brought against or claim made against such
Indemnified Party as to any matters covered by this Section 10(b). The Acquired
Fund shall be entitled to participate at its own expense in the defense of any
claim, action, suit or proceeding covered by the Section 10(b), or, if it so
elects, to assume at its expense by counsel satisfactory to the Indemnified
Parties the defense of any such claim, action, suit or proceeding, and if the
Acquired Fund elects to assume such defense, the Indemnified Parties shall be
entitled to participate in the defense of any such claim, action, suit or
proceeding at their expense. The Acquired Fund's obligation under
Section 10(b) to indemnify and hold harmless the Indemnified Parties shall
constitute a guarantee of payment so that the Acquired Fund will pay in the
first instance any expenses, losses, claims, damages and liabilities required to
be paid by it under this Section 10(b) without the necessity of the Indemnified
Parties first paying the same.
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11. WAIVER OF CONDITIONS. Each of the Acquired Fund or the Acquiring Fund,
after consultation with counsel and by consent of the trustees of the Trust on
its behalf, or an officer authorized by such trustees, may waive any condition
to their respective obligations hereunder, except for the conditions set forth
in Sections 8(a) and 9(a).
12. NO BROKER, ETC. Each of the Acquired Fund and the Acquiring Fund
represents that there is no person who has dealt with it or the Trust who by
reason of such dealings is entitled to any broker's or finder's or other similar
fee or commission arising out of the transactions contemplated by this
Agreement.
13. TERMINATION. The Acquired Fund and the Acquiring Fund may, by consent
of the trustees of the Trust on behalf of each Fund, terminate this Agreement.
If the transactions contemplated by this Agreement have not been substantially
completed by March 31, 2001, this Agreement shall automatically terminate on
that date unless a later date is agreed to by the Acquired Fund and the
Acquiring Fund.
14. RESERVED
15. COVENANTS, ETC. DEEMED MATERIAL. All covenants, agreements,
representations and warranties made under this Agreement and any certificates
delivered pursuant to this Agreement shall be deemed to have been material and
relied upon by each of the parties, notwithstanding an investigation made by
them or on their behalf.
16. SOLE AGREEMENT; AMENDMENTS. This Agreement supersedes all previous
correspondence and oral communications between the parties regarding the subject
matter hereof, constitutes the only understanding with respect to such subject
matter, may not be changed except by a letter of agreement signed by each party
hereto, and shall be construed in accordance with and governed by the laws of
The Commonwealth of Massachusetts.
17. DECLARATION OF TRUST. A copy of the Declaration of Trust of the Trust
is on file with the Secretary of State of The Commonwealth of Massachusetts, and
notice is hereby given that this instrument is executed on behalf of the
Trustees of the Trust, on behalf of the Acquired Fund and the Acquiring Fund, as
Trustees and not individually and that the obligations of this instrument are
not binding upon any of the Trustees, officers or shareholders of the Trust
individually but are binding only upon the assets and property of the Acquired
Fund and the Acquiring Fund.
BARR ROSENBERG SERIES TRUST
on behalf of its AXA Rosenberg Japan
Fund
By: ____________________________________
Title: President
BARR ROSENBERG SERIES TRUST
on behalf of its AXA Rosenberg
International Equity
By: ____________________________________
Title: President
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FORM N-14
PART B
STATEMENT OF ADDITIONAL INFORMATION
March 5, 2001
This Statement of Additional Information (the "SAI") relates to the
proposed sale (the "Merger") of substantially all the assets and the assumption
of the liabilities of the AXA Rosenberg Japan Fund (the "Acquired Fund"), a
series of Barr Rosenberg Series Trust, (the "Trust") by the AXA Rosenberg
International Equity Fund (the "Acquiring Fund"), also a series of the Trust.
This SAI contains information which may be of interest to shareholders but
which is not included in the Prospectus/Information Statement dated March 5,
2001 (the "Prospectus/Information Statement") of the Acquiring Fund which
relates to the Merger. As described in the Prospectus/Information Statement, the
Merger would involve the transfer of all the assets of the Acquired Fund in
exchange for shares of the Acquiring Fund and the assumption of all the
liabilities of the Acquired Fund by the Acquiring Fund. The Acquired Fund would
distribute the Acquiring Fund shares it receives to its shareholders in complete
liquidation of the Acquired Fund.
This SAI is not a prospectus and should be read in conjunction with the
Prospectus/Information Statement. The Prospectus/Information Statement has been
filed with the Securities and Exchange Commission and is available upon request
and without charge by writing to Barr Rosenberg Series Trust at 3435 Stelzer
Road, Columbus, Ohio 43219-8021 or by calling the Trust's shareholder
services at (800) 555-5737 (Institutional Shares) or (800) 447-3332 (Investor
Shares).
Table of Contents
I. Additional Information about the Acquiring Fund and the Acquired Fund..1
II. Financial Statements...................................................1
I. Additional Information about the Acquiring Fund and the Acquired Fund
Incorporated by reference to Post-Effective Amendment No. 33 to the
Registrant's Registration Statement Form N-1A (filed on July 28, 2000)
(Registration Nos. 33-21677 and 811-05547).
II. Financial Statements.
This SAI is accompanied by the Semi-Annual Report for the six months
ended September 30, 2000 of the Acquiring Fund and the
Acquired Fund and the Annual Report for the year ended March 31, 2000 of the
Acquired Fund,each of which contains historical financial information regarding
such
1
Funds. Such reports have been filed with the Securities and Exchange Commission
and are incorporated herein by reference.
Pro forma financial statements of the Acquiring Fund for the Merger
are provided on the following pages.
Pro Forma Combining Condensed
Statements of Operations
For the Periods Ended September 30, 2000 (Unaudited)
- ----------------------------------------------------- ------------- ----------
AXA Rosenberg
International
AXA Rosenberg Equity Pro Forma Pro Forma
Japan Fund* Fund ** Adjustments Combined
------------- ------------- ------------ ----------
Investment Income:
Dividends $ 8,435 $ 58,126 $ 66,561
Expenses:
Manager fees 14,866 26,015 (2,382)(a) 38,499
Administration fees 2,111 4,567 - 6,678
12b-1 fees (Investor Shares) 242 242
Custodian fees 31,842 20,654 12,493 (b) 64,989
Fund accounting fees 32,452 19,811 10,073 (b) 62,336
Transfer agent fees 13,472 2,906 (7,234)(b) 9,144
Trustees' fees 577 1,225 1,802
Other expenses 28,048 7,635 35,683
------------- ------------- ---------
Total expenses before 123,610 82,813 219,373
waivers/reimbursements
Less expenses waived/reimbursed (101,084) (41,710) (15,434)(c) (158,228)
------------- ------------- ---------
Total Net Expenses 22,526 41,103 61,146
------------- ------------- ---------
Net Investment Income/(Loss) (14,091) 17,023 5,415.27
------------- ------------- ---------
Net Realized Gain/(Loss) on:
Foreign currency transactions 641 (67,891) (67,250)
Investments 263,552 (50,589) 212,963
Net Change in Unrealized
Appreciation/(Depreciation) on:
Foreign currency transactions (25) 4,746 4,721
Investments (411,802) (757,670) (1,169,472)
------------- ------------- ----------
Net Realized and Unrealized Gain/(Loss)
on Investments and Foreign
Currency Transactions (147,634) (871,404) (1,019,038)
------------- ------------- ----------
Net increase/(decrease) in net assets $(161,725) $(854,381) $ (1,013,623)
resulting from operations ============= ============= ============
- -----------
* ONE YEAR OF ACTIVITY FROM OCTOBER 1, 1999 TO SEPTEMBER 30, 2000 (365 DAYS).
** BECAUSE THE ACQUIRING FUND (AXA ROSENBERG INTERNATIONAL EQUITY FUND)
COMMENCED OPERATIONS ON JUNE 7, 2000, INFORMATION FOR THAT FUND REFLECTS
ONLY THE PERIOD FROM THAT DATE THROUGH SEPTEMBER 30, 2000 (116 DAYS). AS
NOTED ABOVE, HOWEVER, INFORMATION FOR THE ACQUIRED FUND (AXA ROSENBERG
JAPAN FUND) REFLECTS THE TWELVE MONTH PERIOD ENDED SEPTEMBER 30, 2000.
THE PRO FORMA COMBINED COLUMN THEREFORE REFLECTS A COMBINATION OF THE
TWO OPERATIONAL PERIODS. IF THE ACQUIRING FUND COLUMN WERE EXPRESSED ON
AN ANNUALIZED BASIS, THE PRO FORMA COMBINED RESULTS WOULD BE HIGHER (FOR
ITEMS THAT CORRESPOND TO POSITIVE NUMBERS IN THE ACQUIRING FUND COLUMN)
AND LOWER (FOR ITEMS THAT CORRESPOND TO NEGATIVE NUMBERS IN THE
ACQUIRING FUND COLUMN) THAN THOSE SHOWN.
(a) ADJUSTMENT TO REFLECT THE CONTRACTUAL FEE STRUCTURE OF THE INTERNATIONAL
EQUITY FUND (MANAGER FEE 0.85% OF NET ASSETS).
(b) ADJUSTMENT TO REFLECT THE INTERNATIONAL EQUITY FUND'S CURRENT EXPENSE
STRUCTURE.
(c) ADJUSTMENT TO REFLECT THE EXPENSE CAPS OF THE INTERNATIONAL EQUITY FUND
(TOTAL EXPENSES 1.35%-INSTITUTIONAL AND 1.60%-INVESTOR OF NET ASSETS).
See accompanying notes to the financial statements.
Pro Forma Combining Condensed
Statements of Assets and Liabilities as of
September 30, 2000 (Unaudited)
- --------------------------------------------------------------------------------------------------
AXA Rosenberg
International
AXA Rosenberg Equity Pro Forma Pro Forma
Japan Fund Fund Adjustments Combined
------------ ------------- -------------
ASSETS
Investments, at value $ 1,351,271 $ 8,925,804 $ 10,277,075
Cash 287,973 - 287,973
Foreign currency, at value 4,590 314,524 319,114
Dividends and interest receivable 3,738 19,950 23,688
Receivable for investments sold 27,684 214,918 242,602
Receivable from Manager - 11,128 11,128
Other assets - 21,950 21,950
------------ ------------- ------------
Total Assets 1,675,256 9,508,274 11,183,530
------------ ------------- ------------
LIABILITIES
Payable for investments purchased 26,137 353,678 379,815
Payable to custodian - 8,937 8,937
Distributions payable 10 - 10
Other accrued expenses 31,606 - 31,606
------------ ------------- ------------
Total Liabilities 57,753 362,615 420,368
------------ ------------- ------------
NET ASSETS 1,617,503 $ 9,145,659 $ 10,763,162
============ ============= ============
NET ASSETS
Institutional Shares $ 1,573,708 $ 9,145,659 $ 10,719,367
Select Shares 43,795 - 43,795
Shares of beneficial interest outstanding
(unlimited shares authorized):
Institutional Shares 236,371 1,000,004 (64,299)* 1,172,076
Investor Shares 6,610 - (1,821)* 4,789
Net Asset Value, offering price and
redemption price per share:
Institutional Shares $ 6.66 $ 9.15 $ 9.15
Investor Shares 6.63 - $ 9.15
NET ASSETS CONSIST OF:
Capital $ 2,162,702 $ 10,000,040 $ 12,162,742
Accumulated undistributed net investment income/(loss) (6,684) 17,023 10,339
Accumulated net realized losses on investments
and foreign currency transactions (471,049) (118,480) (589,529)
Net unrealized appreciation on foreign currency transactions (56) 4,746 4,690
Net unrealized depreciation on investments (67,410) (757,670) (825,080)
------------ ------------- ------------
TOTAL NET ASSETS $ 1,617,503 $ 9,145,659 $ 10,763,162
============ ============= ============
- -----------
* ADJUSTMENT TO SHARES SO THE NAV WILL EQUAL $9.15.
See accompanying notes to the financial statements.
BARR ROSENBERG SERIES TRUST
Notes to Pro Forma Financial Statements
(Unaudited)
1. Basis of Combination:
The unaudited Pro Forma Combining Statements of Assets and Liabilities,
Statements of Operations, and Schedules of Portfolio Investments reflect the
combined financial information of the AXA Rosenberg Japan Fund and the AXA
Rosenberg International Equity Fund, both series of the Barr Rosenberg Series
Trust (the "Company"), as if the proposed reorganization occurred as of June 7,
2000. These statements have been derived from books and records utilized in
calculating daily net asset values at September 30, 2000.
The Reorganization Agreement provides that on the Closing Date of the
Reorganization, all of the assets and liabilities will be transferred such that
at and after the Reorganization, the assets and liabilities of the Japan Fund
will become the assets and liabilities of the International Equity Fund.
In exchange for the transfer of assets and liabilities, the Company will issue
to the Japan Fund full and fractional shares of the International Equity Fund,
and Japan Fund will make a distribution of such shares to its shareholders. The
number of shares of the International Equity Fund so issued will be equal in
value to the full and fractional shares of the Japan Fund that are outstanding
immediately prior to the Reorganization. At and after the Reorganization, all
debts, liabilities and obligations of Japan Fund will become the debts,
liabilities and obligations of the International Equity Fund and may thereafter
be enforced against the International Equity Fund to the same extent as if the
International Equity Fund had incurred them. The pro forma statements give
effect to the proposed transfer described above.
Under the purchase method of accounting for business combinations under
generally accepted accounting principles, the basis on the part of the
International Equity Fund, of the assets of the Japan Fund will be the fair
market value of such assets on the Closing Date of the Reorganization. The
International Equity Fund will recognize no gain or loss for federal tax
purposes on its issuance of shares in the Reorganization, and the basis to the
International Equity Fund of the assets of Japan Fund received pursuant to the
Reorganization will equal the fair market value of the consideration furnished,
and costs incurred, by the International Equity Fund in the Reorganization --
i.e., the sum of the liabilities assumed, the fair market value of the
International Equity Fund shares issued, and such costs. For accounting
purposes, the International Equity Fund is the surviving portfolio of this
Reorganization. The pro forma statements reflect the combined results of
operations of Japan Fund and the International Equity Fund. However, should such
Reorganization be effected, the statement of operations of the International
Equity Fund will not be restated for pre-combination periods to include the
corresponding Japan Fund.
The Pro Forma Combining Statements of Assets and Liabilities, Statements of
Operations, and Schedules of Portfolio Investments should be read in conjunction
with the historical financial statements of the Funds incorporated by reference
in the Statement of Additional Information.
The International Equity Fund and Japan Fund are each separate series of the
Barr Rosenberg Series Trust which is registered as an open-end management
company under the Investment Company Act of 1940. The investment objectives of
each fund are listed below.
The International Equity Fund seeks a total return greater that that of the
Morgan Stanley Capital International Europe Australasia, Far East Index (the
"MSCI-EAFE Index).
The Japan Fund seeks a total return greater than that of the Tokyo Stock Price
Index ("TOPIX").
Expenses
AXA Rosenberg Investment Management LLC (the "Manager") provides advisory and
management services to the Funds under separate management contracts. The
Manager is entitled to a fee, computed daily and paid monthly, at the annual
rate of 1.00% for Japan Fund and 0.85% for the AXA Rosenberg International
Equity Fund of each Fund's average net assets. The Manager has voluntarily
agreed to waive fees and reimburse the Funds to limit the annual expenses to
1.50% of the average net assets of the AXA Rosenberg Japan Fund and 1.35% of the
average net assets of the AXA Rosenberg International Equity Fund. This includes
the management fee but excludes the Service Fees, and the Distribution and
Shareholder Service Fees. For the twelve month period ended September 30, 2000,
BARR ROSENBERG SERIES TRUST
Notes to Pro Forma Financial Statements
(Unaudited)
the amount of such waivers totaled $14,866 for the Japan Fund and from June 7,
2000 through September 30, 2000 totaled $26,015 for the International Equity
Fund The amount of such expense reimbursements for the twelve month period ended
September 30, 2000 totaled $84,107 for the Japan Fund and from June 7, 2000
through September 30, 2000 totaled $11,128 for the International Equity Fund.
BISYS Fund Services Ohio, Inc. ("BISYS" or the "Administrator"), a wholly-owned
subsidiary of The BISYS Group, Inc., serves as the Trust's administrator and
assists the Trust in all aspects of its administration and operation. The
Administrator is entitled to a fee, computed daily and paid monthly, at an
annual rate of 0.15% of the average net assets of the Funds. The Administrator
has agreed to waive all fees in the Japan Fund and the International Equity Fund
until the net assets reach $25 million. For the twelve month period ended
September 30, 2000, the amount of such waivers totaled $2,111 for the Japan Fund
and from June 7, 2000 through September 30, 2000 totaled $4,567 for the
International Equity Fund.
BISYS serves the Trust as fund accountant. Under the terms of the fund
accounting agreement, BISYS is entitled to receive an annual fee of $30,000 for
the Japan Fund and $50,000 for the International Equity Fund, and is reimbursed
for certain out-of-pocket expenses incurred in providing fund accounting
services.
The Trust has adopted a Distribution and Shareholder Service Plan for its
Investor Shares, pursuant to Rule 12b-1 under the 1940 Act. The Investor Shares
of the Funds are sold on a continuous basis by the Trust's Distributor, Barr
Rosenberg Funds Distributor, Inc. (the "Distributor"), an indirect wholly owned
subsidiary of The BISYS Group, Inc. Under the Distribution and Shareholder
Service Plan, the Funds pay the Distributor for expenses primarily intended to
result in the sale of the Investor Shares. The Investor Shares are subject to an
annual Distribution and Shareholder Service Fee of up to 0.25% of the respective
average daily net assets. For the twelve month period ended September 30, 2000,
Japan Fund incurred distribution and shareholder service expenses of $242. In
addition, the Trustees have authorized each Fund to pay up to 0.15% of its
average daily net assets attributable to Investor Shares for sub-transfer and
sub-accounting services in connection with such shares.
Pro Forma Adjustments and Pro Forma Combined Columns
The pro forma adjustments and pro forma combined columns of the Statements of
Operations reflect the adjustments necessary to show expenses at the rates which
would have been in effect if Japan Fund were included in the International
Equity Fund from June 7, 2000 through September 30, 2000. Investment advisory,
administration, 12b-1, shareholder service, accounting and custodian fees in the
pro forma combined column are calculated at the rates in effect for the
International Equity Fund based upon the combined net assets of the
corresponding Japan Fund and the International Equity Fund. Certain pro forma
adjustments were made to estimate the benefit of combining operations of
separate funds into one survivor fund.
The pro forma Schedules of Portfolio Investments give effect to the proposed
transfer of such assets as if the Reorganization had occurred at September 30,
2000.
2. Portfolio Valuation, Securities Transactions and Related Income:
Significant Accounting Policies. The preparation of financial statements in
conformity with generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts and disclosures
in the financial statements. Actual amounts could differ from those estimates.
The following is a summary of significant accounting policies consistently
followed by the Trust in the preparation of its financial statements.
Security Valuation
Portfolio securities listed on a national exchange or exchanges for which market
quotations are available are valued at their last quoted sale price on each
business day. If there is no such reported sale, the most recently quoted bid
price is used for long securities and the ask price is used for securities sold
short. Debt obligations with sixty days or less remaining until maturity are
valued at their amortized cost. Unlisted securities for which market quotations
are readily available are valued at the most recent quoted bid price for long
securities and the ask price is used for securities sold short. Other assets and
securities for which no quotation is readily available are valued at fair value
as determined in good faith by the Trustees or persons acting at their
discretion.
BARR ROSENBERG SERIES TRUST
Notes to Pro Forma Financial Statements
(Unaudited)
Security Transactions and Related Investment Income
Security transactions are accounted for on the trade date, with realized gain or
loss on the sale of investments determined by using the identified cost method.
Corporate actions (including cash dividends) are recorded on the ex-date or
after the ex-date as the Fund becomes aware of such action, net of any
non-refundable tax withholdings. Interest income (including amortization of
premium and accretion of discount) is recorded as earned.
Foreign Currency Transactions
The accounting records of the Funds are maintained in U.S. dollars. All monetary
items denominated in foreign currencies are translated to U.S. dollars based
upon the prevailing exchange rate at the close of each business day. Net
realized gains and losses on foreign currency transactions represent net gains
and losses from currency gains and losses realized between the trade and
settlement dates on securities transactions, and the difference between the
amount of net investment income accrued and the U.S. dollar amount actually
received. Further, the effects of changes in foreign currency exchange rates on
investments in securities are not segregated in the Statement of Operations from
the effects of changes in market prices of those securities, but are included
with the net realized gain or loss and unrealized appreciation or depreciation
on investments.
Forward Foreign Currency Contracts
Forward foreign currency contracts are valued at the daily exchange rate of the
underlying currency. The forward foreign currency contracts are adjusted by the
daily exchange rate of the underlying currency and any gains or losses are
recorded for financial statement purposes as unrealized appreciation or
depreciation until the contractual settlement date. Gains or losses from the
purchase or sale of forward foreign currency contracts are recorded as realized
on the settlement date.
Foreign Securities
The Japan Fund and the International Equity Fund pursue their respective
objectives by investing in foreign securities. There are certain additional
risks involved when investing in foreign securities that are not inherent with
investments in domestic securities. These risks may involve adverse political
and economic developments and the possible imposition of currency exchange or
other foreign governmental laws or restrictions.
Determination of Net Asset Value and Calculation of Expenses
Expenses specific to an individual Fund are charged to that Fund, while the
expenses that are attributable to more than one Fund of the Trust are allocated
among the respective Funds. Net asset value per share of each class, investment
income, realized and unrealized gains and losses and expenses other than class
specific expenses are allocated daily to each class of shares based upon the
proportion of shares outstanding attributed to each class at the beginning of
each day. Distribution and Shareholder Service Fees are solely borne by and
charged to the Investor Shares; Service Fees are charged to the Adviser Shares.
Dividends and Distributions
Dividends and distributions to shareholders are recorded on the ex-dividend
date. Distributions are made on a tax basis which may differ from generally
accepted accounting principles. These differences are primarily due to differing
treatments for foreign currency transactions, Real Estate Investment Trusts
(REITS), redemptions-in-kind and wash sales for book and tax purposes. Permanent
book and tax basis differences will result in reclassifications to capital
accounts.
Dividends and distributions to shareholders which exceed net investment income
and net realized capital gains for financial reporting purposes but not for tax
purposes are reported as dividends in excess of net investment income or
distributions in excess of net realized gains. To the extent they exceed net
investment income and net realized gains for tax purposes, they are reported as
distributions of capital.
BARR ROSENBERG SERIES TRUST
MERGER FUND
SCHEDULE OF PORTFOLIO INVESTMENTS
SEPTEMBER 30, 2000
INTERNATIONAL COMBINED MARKET INTERNATIONAL COMBINED
JAPAN EQUITY SHARES DESCRIPTION JAPAN EQUITY MARKET VALUE
- ------------------------------------------------------------------------------------------------------------------------------------
COMMON STOCKS (99.8%):
AUSTRALIA (2.3%):
BANKING (1.2%):
4,600 4,600 Australia & New Zealand Banking Group $ - $ 33,083 $ 33,083
4,100 4,100 National Australia Bank 56,635 56,635
3,400 3,400 Westpac Banking 23,476 23,476
113,194 113,194
FINANCIAL INVESTMENTS (0.0%):
500 500 AMP 4,441 4,441
FOOD (0.1%):
11,100 11,100 Goodman Fielder 7,183 7,183
HOUSEHOLD (0.1%):
11,400 11,400 Pacific Dunlop 9,471 9,471
MEDIA (0.7%):
5,100 5,100 News Corporation 71,810 71,810
METALS (0.1%):
1,100 1,100 Rio Tinto 14,744 14,744
OIL (0.0%):
700 700 Santos 2,388 2,388
OIL DISTRIBUTION (0.0%):
5,900 5,900 Orogen Minerals 4,857 4,857
PAPER (0.1%):
3,600 3,600 Amcor 9,945 9,945
TELEPHONE (0.0%):
1,300 1,300 Uecomm * 1,126 1,126
TRAVEL/ENTERTAINMENT (0.0%):
900 900 Village Roadshow 751 751
239,910 239,910
AUSTRIA (0.2%):
OIL DISTRIBUTION (0.2%):
350 350 OMV 25,288 25,288
BELGIUM (0.2%):
RETAIL/WHOLESALE (0.2%):
405 405 Delhaize Le Lion 19,084 19,084
DENMARK (0.1%):
INSURANCE (0.1%):
132 132 Codan 7,651 7,651
FINLAND (1.8%):
DRUGS (0.1%):
479 479 Orion Yhtyma, Class B 8,200 8,200
ELECTRIC UTILITIES (0.2%):
4,749 4,749 Fortum 16,134 16,134
ELECTRONICS (1.2%):
3,000 3,000 Nokia 121,562 121,562
INSURANCE (0.2%):
600 600 Pohjola Group Insurance, Class B 23,164 23,164
PAPER (0.1%):
1,800 1,800 Metsa Serla, Class B 11,833 11,833
180,893 180,893
FRANCE (9.0%):
AUTOS (0.7%):
382 382 PSA Peugeot Citroen 67,855 67,855
BANKING (1.9%):
1,749 1,749 BNP Paribas 154,182 154,182
700 700 Societe Generale, Class A 39,131 39,131
193,313 193,313
BUILDING & CONSTRUCTION (0.2%):
363 363 Vinci 18,498 18,498
CHEMICALS (0.2%):
1,748 1,748 Rhodia 18,988 18,988
DRUGS (0.5%):
648 648 Aventis 48,604 48,604
ELECTRONIC EQUIPMENT (0.2%):
93 93 Sagem SA 19,852 19,852
ELECTRONICS (2.3%):
3,450 3,450 Alcatel 220,715 220,715
293 293 Lagardere 17,749 17,749
238,464 238,464
FINANCIAL INVESTMENTS (0.1%):
188 188 Societe Fonciere, Financiere 11,414 11,414
Et De Participations FOOD (0.2%):
279 279 Eridania Beghin-Say 24,004 24,004
LIQUOR & TOBACCO (1.3%):
684 684 Christian Dior 36,848 36,848
1,300 1,300 LVMH 98,139 98,139
134,987 134,987
MACHINERY (0.3%):
1,180 1,180 Alstom 27,229 27,229
METALS (0.2%):
2,744 2,744 Usinor 24,916 24,916
SERVICES (0.1%):
1,325 1,325 Bull * 7,986 7,986
TELEPHONE (0.8%):
575 575 Canal Plus 86,105 86,105
922,215 922,215
BARR ROSENBERG SERIES TRUST
MERGER FUND
SCHEDULE OF PORTFOLIO INVESTMENTS
SEPTEMBER 30, 2000
INTERNATIONAL COMBINED MARKET INTERNATIONAL COMBINED
JAPAN EQUITY SHARES DESCRIPTION JAPAN EQUITY MARKET VALUE
- ------------------------------------------------------------------------------------------------------------------------------------
GERMANY (6.1%):
AUTOS (1.7%):
3,960 3,960 DaimlerChrysler 177,655 177,655
CHEMICALS (0.9%):
2,630 2,630 BASF 93,458 93,458
ELECTRIC UTILITIES (0.9%):
2,712 2,712 RWE 95,725 95,725
MACHINERY (2.6%):
2,004 2,004 Siemens 258,183 258,183
625,021 625,021
HONG KONG (1.9%):
AIRLINES (0.7%):
12,000 12,000 Cathay Pacific Airways 22,009 22,009
4,000 4,000 Hong Kong Aircraft Engineering 6,618 6,618
6,000 6,000 Swire Pacific, Class A 37,399 37,399
66,026 66,026
AUTOS (0.2%):
10,000 10,000 Johnson Electric Holdings 21,483 21,483
COMPUTER (0.1%):
8,000 8,000 Legend Holdings * 7,593 7,593
ELECTRIC UTILITIES (0.2%):
10,000 10,000 China Travel International 1,321 1,321
Investment Hong Kong
4,000 4,000 Citic Pacific 17,238 17,238
18,559 18,559
REAL ESTATE ASSETS (0.4%):
32,000 32,000 Chinese Estates Holdings * 3,776 3,776
3,000 3,000 Sun Hung Kai Properties 28,280 28,280
10,000 10,000 Wheelock and Company 7,888 7,888
39,944 39,944
RETAIL/WHOLESALE (0.2%):
12,000 12,000 Li & Fung * 25,317 25,317
TELEPHONE (0.1%):
2,000 2,000 China Mobile (Hong Kong) * 13,275 13,275
192,197 192,197
ITALY (2.7%):
FOOD (0.4%):
20,000 20,000 Montedison 39,533 39,533
MEDIA (0.1%):
5,203 5,203 Cofide * 8,700 8,700
TELEPHONE (2.2%):
5,000 5,000 Tecnost * 15,134 15,134
20,068 20,068 Telecom Italia 213,210 213,210
228,344 228,344
276,577 276,577
JAPAN (36.6%):
AIRLINES (0.0%):
1,000 1,000 Japan Airlines Company 3,785 3,785
AUTOS (3.0%):
2,000 5,000 7,000 Fuji Heavy Industries 12,438 31,094 43,532
4,000 4,000 Honda Motor 147,326 147,326
2,000 2,000 Isuzu Motors * 4,220 4,220
2,000 2,000 Keihin 15,547 15,547
3,000 3,000 Mazda Motor Corp. 5,830 5,830
1,000 1,000 2,000 Mitsubishi Motors * 3,072 3,072 6,144
2,000 3,000 5,000 Suzuki Motor 20,784 31,177 51,961
2,000 2,000 4,000 Yamaha Motor 14,992 14,992 29,984
72,663 231,881 304,544
BANKING (5.1%):
10 23 33 Mizuho Holdings 82,362 189,432 271,794
6,000 11,000 17,000 The Asahi Bank 24,709 45,299 70,008
5,000 17,000 22,000 The Daiwa Bank 11,383 38,701 50,084
4,000 4,000 The Sanwa Bank 35,610 35,610
6,000 11,000 17,000 The Tokai Bank 30,483 55,886 86,369
184,547 329,318 513,865
BUILDING (0.8%):
1,000 1,000 Chudenko 11,614 11,614
400 1,100 1,500 Daito Trust Construction 6,474 17,804 24,278
2,000 5,000 7,000 Daiwa House Industry 13,974 34,934 48,908
32,062 52,738 84,800
CHEMICALS (1.0%):
4,000 14,000 18,000 Mitsubishi Chemical 13,881 48,584 62,465
1,000 4,000 5,000 Mitsui Chemicals 4,451 17,805 22,256
3,000 3,000 Sumitomo Chemical Co. 14,937 14,937
33,269 66,389 99,658
CONSTRUCTION MATERIALS (0.9%):
2,000 3,000 5,000 Matsushita Electric Works 23,006 34,509 57,515
1,000 1,000 Matsushita-Kotobuki 19,572 19,572
2,000 2,000 Mitsubishi Plastics 3,961 3,961
2,000 1,000 3,000 Tokuyama 8,939 4,470 13,409
55,478 38,979 94,457
DRUGS (2.6%):
1,000 1,000 Chugai Pharmaceutical Co. 18,166 18,166
2,000 2,000 Nikken Chemicals 7,070 7,070
1,000 1,000 Ono Pharmaceutical 41,088 41,088
2,000 3,000 5,000 Sankyo 44,513 66,768 111,281
2,000 3,000 5,000 Tanabe Seiyaku 15,195 22,793 37,988
BARR ROSENBERG SERIES TRUST
MERGER FUND
SCHEDULE OF PORTFOLIO INVESTMENTS
SEPTEMBER 30, 2000
INTERNATIONAL COMBINED MARKET INTERNATIONAL COMBINED
JAPAN EQUITY SHARES DESCRIPTION JAPAN EQUITY MARKET VALUE
- ------------------------------------------------------------------------------------------------------------------------------------
2,000 2,000 Tsumura & Co. 6,848 6,848
1,000 1,000 Yamanouchi Pharmaceutical 48,121 48,121
91,792 178,770 270,562
DURABLES (2.9%):
2,000 4,000 6,000 Kenwood 7,311 14,622 21,933
4,000 5,000 9,000 Matsushita Electric Industrial 104,756 130,946 235,702
2,000 3,000 5,000 Victor Co. of Japan * 17,120 25,680 42,800
129,187 171,248 300,435
ELECTRIC UTILITIES (0.8%):
1,900 1,900 Kansai Electric Power 30,946 30,946
900 900 Kyushu Electric Power 14,017 14,017
3,000 3,000 Tohoku Electric Power 41,977 41,977
14,017 72,923 86,940
ELECTRONICS (6.4%):
400 400 Futaba 16,250 16,250
11,000 11,000 Hitachi 127,651 127,651
1,000 1,000 Hitachi Chemical 28,040 28,040
2,000 2,000 Ibiden 39,700 39,700
200 300 500 Keyence 69,221 103,831 173,052
900 900 Komatsu Electronic Metals * 9,203 9,203
4,000 9,000 13,000 Mitsubishi Electric 33,130 74,542 107,672
2,000 2,000 Nissho 16,250 16,250
2,000 2,000 Shindengen Electric Manufacturing 13,048 13,048
8,000 8,000 Toshiba 64,483 64,483
2,000 3,000 5,000 Toshiba TEC 8,292 12,438 20,730
2,000 1,000 3,000 Yokogawa Electric 18,342 9,171 27,513
158,283 485,309 643,592
FINANCIAL INVESTMENTS (0.2%):
800 800 Nihon Unisys 15,769 15,769
1,000 1,000 Tokyo Leasing 5,552 5,552
21,321 21,321
FOOD (0.1%):
1,000 1,000 Kinki Coca-Cola Bottling Co. 10,550 10,550
HOUSEHOLD (0.1%):
1,000 1,000 Tenma 11,466 11,466
INSURANCE (0.1%):
2,000 2,000 The Dai-Tokyo Fire & Marine Insurance 6,052 6,052
LIQUOR & TOBACCO (0.6%):
1,000 4,000 5,000 Asahi Breweries 8,958 35,832 44,790
2 2 Japan Tobacco 15,695 15,695
24,653 35,832 60,485
MACHINERY (1.0%):
200 200 Advantest 31,427 31,427
100 100 Disco 13,335 13,335
2,000 2,000 Hitachi Koki 5,960 5,960
2,000 2,000 4,000 Makita 15,880 15,880 31,760
2,000 2,000 Nitto Electric Works 16,287 16,287
2,000 2,000 Tokyo Kikai Seisakusho 7,385 7,385
58,847 47,307 106,154
MEDIA (0.2%):
30 30 Nippon Television Network 17,240 17,240
MISCELLANEOUS FINANCIAL (1.8%):
3,000 6,000 9,000 Daiwa Securities Group 35,175 70,350 105,525
3,000 6,000 9,000 Nikko Securities Co. 26,652 53,304 79,956
61,827 123,654 185,481
OFFICE MACHINERY (2.1%):
4,000 4,000 8,000 NEC 90,875 90,875 181,750
2,000 2,000 Sharp 30,946 30,946
90,875 121,821 212,696
OIL DISTRIBUTION (0.0%):
2,000 2,000 Koa Oil Company 5,127 5,127
PUERTO RICO (0.1%):
100 100 Mabuchi Motor Co. Ltd. 12,798 12,798
REAL ESTATE (0.1%):
2,000 2,000 Sumitomo Realty & Development Co. 10,457 10,457
RETAIL/WHOLESALE (0.7%):
2,000 2,000 Kasumi 8,218 8,218
3,000 7,000 10,000 Mitsui & Co. 18,739 43,726 62,465
2,000 2,000 Tokyu Store Chain 6,034 6,034
32,991 43,726 76,717
SERVICES (2.1%):
3,000 4,000 7,000 Fujitsu 69,684 92,911 162,595
200 200 Fujitsu Business Systems 4,627 4,627
300 300 Hitachi Information Systems 12,049 12,049
4 4 NTT Data Communications Systems 37,016 37,016
111,327 104,960 216,287
TELEPHONE (2.4%):
4 7 11 DDI 26,282 45,993 72,275
7 11 18 Nippon Telegraph and Telephone 68,665 107,903 176,568
94,947 153,896 248,843
TEXTILES (0.2%):
2,000 2,000 Wacoal 16,583 16,583
TRANSPORTATION (0.1%):
3 3 West Japan Railway Co. 13,853 13,853
TRAVEL/ENTERTAINMENT (1.2%):
300 800 1,100 Heiwa 5,969 15,917 21,886
BARR ROSENBERG SERIES TRUST
MERGER FUND
SCHEDULE OF PORTFOLIO INVESTMENTS
SEPTEMBER 30, 2000
INTERNATIONAL COMBINED MARKET INTERNATIONAL COMBINED
JAPAN EQUITY SHARES DESCRIPTION JAPAN EQUITY MARKET VALUE
- ------------------------------------------------------------------------------------------------------------------------------------
500 500 Nintendo 91,292 91,292
300 300 Sankyo Co., Gunma 10,994 10,994
16,963 107,209 124,172
INTERNATIONAL COMBINED MARKET INTERNATIONAL COMBINED
JAPAN EQUITY SHARES DESCRIPTION JAPAN EQUITY MARKET VALUE
- ------------------------------------------------------------------------------------------------------------------------------------
1,351,271 2,407,649 3,758,920
NETHERLANDS (5.0%):
BANKING (0.9%):
4,170 4,170 ABN AMRO Holding 97,144 97,144
CHEMICALS (0.2%):
366 366 Akzo Nobel 15,438 15,438
DURABLES (2.0%):
4,782 4,782 Koninklijke (Royal) 205,802 205,802
Philips Electronics
FINANCIAL INVESTMENTS (0.1%):
5 5 N.V. Petroleum - Maatschappij 10,655 10,655
Moeara Enim
FOOD (0.1%):
1,075 1,075 Koninklijke Wessanen 12,379 12,379
OIL DISTRIBUTION (1.7%):
2,850 2,850 Royal Dutch Petroleum 172,246 172,246
513,664 513,664
NEW ZEALAND (0.1%):
FOOD (0.1%):
20,100 20,100 Carter Holt Harvey 13,399 13,399
OIL (0.0%):
400 400 Fletcher Challenge Energy 1,415 1,415
14,814 14,814
PORTUGAL (0.7%):
TELEPHONE (0.7%):
7,073 7,073 Portugal Telecom 72,712 72,712
SINGAPORE (0.7%):
AIRCRAFT (0.2%):
11,000 11,000 Singapore Technologies Engineering 16,308 16,308
REAL ESTATE ASSETS (0.0%):
2,000 2,000 Keppel 4,068 4,068
TELEPHONE (0.5%):
30,000 30,000 Singapore Telecommunications 46,889 46,889
TRANSPORTATION (0.0%):
3,000 3,000 Neptune Orient Lines * 2,689 2,689
69,954 69,954
SPAIN (3.9%):
ELECTRIC UTILITIES (1.6%):
5,440 5,440 Empresa Nacional de Electricidad 102,248 102,248
4,982 4,982 Iberdrola 63,306 63,306
165,554 165,554
OIL DISTRIBUTION (0.4%):
2,320 2,320 Repsol-YPF 42,685 42,685
TELEPHONE (1.9%):
9,731 9,731 Telefonica * 192,775 192,775
401,014 401,014
SWEDEN (1.4%):
BANKING (0.7%):
4,500 4,500 Svenska Handelsbanken, Class A 72,407 72,407
DURABLES (0.1%):
1,181 1,181 Electrolux, Class B 14,835 14,835
MACHINERY (0.2%):
1,321 1,321 SKF, Class B 17,142 17,142
MISCELLANEOUS FINANCIAL (0.3%):
1,660 1,660 Skandia Forsakrings 32,914 32,914
PAPER (0.1%):
405 405 Svenska Cellulosa, Class B 7,147 7,147
144,445 144,445
SWITZERLAND (6.1%):
BANKING (0.3%):
180 180 Credit Suisse Group 33,637 33,637
DRUGS (2.5%):
166 166 Novartis 254,507 254,507
FINANCIAL INVESTMENTS (0.8%):
26 26 BB Biotech * 33,244 33,244
69 69 BK Vision * 16,567 16,567
39 39 BT&T Telekommunikations und 17,487 17,487
Technologie *
26 26 Pharma Vision 2000 * 17,750 17,750
85,048 85,048
FOOD (1.6%):
80 80 Nestle 166,624 166,624
INSURANCE (0.8%):
17 17 Helvetia Patria Holding 14,753 14,753
80 80 Schweizerische Lebensversicherungs-und 63,410 63,410
Rentenanstalt/Swiss Life
78,163 78,163
TELEPHONE (0.1%):
4 4 Ascom Holding 13,411 13,411
631,390 631,390
UNITED KINGDOM (21.0%):
BANKING (2.5%):
9,000 9,000 Abbey National 119,625 119,625
5,000 5,000 Barclays 138,388 138,388
258,013 258,013
BUILDING (0.1%):
6,995 6,995 Taylor Woodrow 15,358 15,358
CONSTRUCTION MATERIALS (0.1%):
9,000 9,000 Pilkington 10,812 10,812
FINANCIAL INVESTMENTS (1.7%):
BARR ROSENBERG SERIES TRUST
MERGER FUND
SCHEDULE OF PORTFOLIO INVESTMENTS
SEPTEMBER 30, 2000
INTERNATIONAL COMBINED MARKET INTERNATIONAL COMBINED
JAPAN EQUITY SHARES DESCRIPTION JAPAN EQUITY MARKET VALUE
- ------------------------------------------------------------------------------------------------------------------------------------
9,656 9,656 CGNU 137,053 137,053
5,781 5,781 Royal & Sun Alliance Insurance Group 38,633 38,633
175,686 175,686
FOOD (0.9%):
9,827 9,827 Allied Domecq 48,963 48,963
1,526 1,526 Associated British Foods 8,009 8,009
5,000 5,000 Unilever 32,379 32,379
89,351 89,351
INSURANCE (0.1%):
743 743 London Pacific Group 15,352 15,352
MACHINERY (0.3%):
13,739 13,739 Invensys 30,013 30,013
MISCELLANEOUS FINANCIAL (0.9%):
10,736 10,736 Halifax Group 91,588 91,588
OIL (1.7%):
12,000 12,000 BP Amoco 106,807 106,807
4,000 4,000 Enterprise Oil 32,734 32,734
16,992 16,992 LASMO 32,659 32,659
172,200 172,200
OIL DISTRIBUTION (1.6%):
20,604 20,604 Shell Transport & Trading Co. 167,851 167,851
OTHER UTILITIES (1.1%):
18,000 18,000 BG Group 114,369 114,369
RETAIL/WHOLESALE (3.2%):
8,176 8,176 Boots Company 61,892 61,892
17,000 17,000 J Sainsbury 93,752 93,752
2,230 2,230 Safeway 9,463 9,463
38,979 38,979 Tesco 143,212 143,212
7,020 7,020 Tomkins 17,125 17,125
325,444 325,444
TELEPHONE (6.1%):
27,000 27,000 British Telecommunications 283,828 283,828
92,000 92,000 Vodafone Group 343,455 343,455
627,283 627,283
TRANSPORTATION (0.1%):
2,725 2,725 Arriva 10,274 10,274
TRAVEL/ENTERTAINMENT (0.6%):
1,652 1,652 Millennium & Copthorne Hotels 10,100 10,100
6,854 6,854 Rank Group 16,670 16,670
3,551 3,551 Scottish & Newcastle 21,644 21,644
5,450 5,450 Thistle Hotels 9,549 9,549
57,963 57,963
2,161,557 2,161,557
TOTAL COMMON STOCKS 1,351,271 8,906,035 10,257,306
PREFERRED STOCKS (0.2%):
GERMANY (0.2%):
TELEPHONE (0.2%):
173 173 Prosieben Media 19,769 19,769
TOTAL PREFERRED STOCKS 19,769 19,769
TOTAL INVESTMENTS (COST $11,102,155) 1,351,271 8,925,804 10,277,075
OTHER ASSETS IN EXCESS OF LIABILITIES 266,232 219,855 486,087
TOTAL NET ASSETS $1,617,503 $9,145,659 $10,763,162
PART C. OTHER INFORMATION
ITEM 15 INDEMNIFICATION
Article VIII of the Registrant's Second Amended and Restated Agreement and
Declaration of Trust, as amended, 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 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 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."
ITEM 16 EXHIBITS.
The number of each exhibit relates to the exhibit designation in
Form N-14
1. (a) Second Amendment 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;
(b) 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;
(c) 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;
(d) Amendment No. 3 to the Second Amended and Restated Agreement
and Declaration of Trust of the Registrant -- incorporated by
reference to Post-Effective Amendment No. 33 to the
Registration Statement filed on July 28, 1999;
(e) Amendment No. 4 to the Second Amended and Restated Agreement
and Declaration of Trust of the Registrant -- incorporated by
reference to Post-Effective Amendment No. 33 to the
Registration Statement filed on July 28, 2000;
2. Bylaws of the Registrant -- incorporated by reference to Post-
Effective Amendment No. 17 to the Registration Statement filed on
December 9, 1997.
3. None.
4. Form of Agreement and Plan of Reorganization - Filed as Appendix A
to Part A hereof.
5. None.
6. (a) Management Contract between the Registrant on behalf of
its AXA Rosenberg Japan Fund and AXA Rosenberg Investment
Management LLC -- incorporated by reference to
Post-Effective Amendment No. 31 to the Registrant's
Registration Statement filed on May 1, 2000;
(b) Management Contract between the Registrant on behalf of its
AXA Rosenberg International Equity Fund and AXA Rosenberg
Investment Management LLC -- incorporated by reference to
Post-Effective Amendment No. 31 to the Registration Statement
filed on May 1, 2000;
7. Further Amended and Restated Distributor's Contract between the
Registrant and Barr Rosenberg Funds Distributor, Inc., --
incorporated by reference to Post-Effective Amendment No. 35 to the
Registration Statement filed on December 4, 2000;
8. None.
9. (a) Form of Custody Agreement between the Registrant on behalf of
its Japan Series (renamed the AXA Rosenberg Japan Fund) and
State Street Bank
and Trust Company -- incorporated by reference to Post-
Effective Amendment No. 2 to the Registration Statement filed
on August 18, 1998;
(b) Form of Custody Agreement between the Registrant on behalf
of its AXA Rosenberg International Equity Fund and State
Street Bank and Trust Company -- incorporated by reference
to Post-Effective Amendment No. 31 to the Registration
Statement filed on May 1, 2000;
10. (a) 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;
(b) Further Amended and Restated Multi-Class Plan -- incorporated
by reference to Post-Effective Amendment No. 35 to the
Registration Statement filed on December 4, 2000;
11. Opinion and Consent of Ropes & Gray -- filed herewith;
12. Opinion and Consent of Ropes & Gray -- to be supplied;
13. (a) Transfer Agency Agreement between the Registrant and BISYS
Fund Services Ohio, Inc. -- incorporated by reference to
Post-Effective Amendment No. 35 to the Registration Statement
filed on December 4, 2000;
(b) Expense Limitation Agreement between AXA Rosenberg Investment
Management LLC and the Registrant on behalf of the Fund --
incorporated by reference to Post-Effective Amendment No. 35
to the Registration Statement filed on December 4, 2000;
(c) Administration Agreement between the Registrant and BISYS
Fund Services Ohio, Inc. -- incorporated by reference to
Post-Effective Amendment No. 35 to the Registration Statement
filed on December 4, 2000;
(d) Fund Accounting Agreement between the Registrant and BISYS
Fund Services Ohio, Inc. -- incorporated by reference to
Post-Effective Amendment No. 35 to the Registration Statement
filed on December 4, 2000;
14. Consent of PricewaterhouseCoopers LLP -- filed herewith;
15. [None.]
(a) Power of Attorney for William F. Sharpe -- filed herewith;
(b) Power of Attorney for Nils H. Hakansson -- filed herewith;
(c) Power of Attorney for Dwight M. Jaffee -- incorporated by
reference to Post-Effective Amendment No. 24 to the
Registration Statement filed on May 28, 1999;
(d) Power of Attorney for Po-Len Hew -- filed herewith;
ITEM 17 UNDERTAKINGS
1. The undersigned Registrant agrees that prior to any public
reoffering of the securities registered through the use of a
prospectus which is a part of this Registration Statement by any
person or party who is deemed to be an underwriter within the
meaning of Rule 145(c) under the Securities Act of 1933, the
reoffering prospectus will contain the information called for by the
applicable registration form for the reofferings by persons who may
be deemed underwriters, in addition to the information called for by
the other items of the applicable form.
2. The undersigned Registrant agrees that every prospectus that is
filed under paragraph (a) above will be filed as a part of an
amendment to this Registration Statement and will not be used until
the amendment is effective, and that, in determining any liability
under the Securities Act of 1933, each post-effective amendment
shall be deemed to be a new Registration Statement for the
securities offered therein, and the offering of the securities at
that time shall be deemed to be the initial bona fide offering of
them.
ITEM 17 RIDER
3. The Registrant agrees to file, by post-effective amendment, an
opinion of counsel or a copy of an Internal Revenue Service ruling
supporting the tax consequences of the proposed mergers described
in this Registration Statement within a reasonable time after
receipt of such opinion or ruling.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Orinda in the State of
California on the 2nd day of February, 2001.
BARR ROSENBERG SERIES TRUST
By: /s/ RICHARD L. SAALFELD
------------------------
Richard Saalfeld
President
SIGNATURE TITLE DATE
RICHARD L. SAALFELD President (Principal February 2, 2001
- ------------------- Executive Officer
Richard L. Saalfeld
KENNETH REID
- ------------------- Trustee February 2, 2001
Kenneth Reid
Po-Len Hew* Treasurer (Principal February 2, 2001
Accounting and
Financial Officer)
William F. Sharpe* Trustee February 2, 2001
Nils H. Hakansson* Trustee February 2, 2001
Dwight M. Jaffee* Trustee February 2, 2001
*By: KENNETH REID
Kenneth Reid
Attorney-in-Fact
Date: February 2, 2001
EXHIBIT LIST
EXHIBIT NO. EXHIBIT NAME
11 Opinion and Consent of Counsel
14 Consent of PricewaterhouseCoopers LLP
16 (a) Power of Attorney for William F. Sharpe
16 (b) Power of Attorney for Nils H. Hakansson
16 (d) Power of Attorney for Po-Len Hew