<Page>
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
BARR ROSENBERG SERIES TRUST
- -------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
N/A
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2) Aggregate number of securities to which transaction applies:
N/A
---------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11. (Set forth the amount on which
the filing fee is calculated and state how it was determined):
N/A
---------------------------------------------------------------
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4) Proposed maximum aggregate value of transaction:
N/A
---------------------------------------------------------------
5) Total fee paid:
N/A
---------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
---------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
---------------------------------------------------------------
3) Filing Party:
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4) Date Filed:
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PROXY STATEMENT
NOTICE OF SPECIAL MEETING
Notice is hereby given that a special meeting of shareholders of each series of
the Barr Rosenberg Series Trust will be held at the offices of Charles Schwab &
Co., 101 Montgomery Street, San Francisco, California on [January 28, 2004], at
[INSERT TIME OF MEETING] for the following purposes:
1. To elect Trustees for the Trust (ALL FUNDS).
2. To approve Charles Schwab Investment Management, Inc. ("CSIM") as
investment adviser for each Fund by approving a new Management Agreement
between CSIM and the Trust (ALL FUNDS EXCEPT THE AXA ROSENBERG ENHANCED 500
FUND).
3. To approve AXA Rosenberg Investment Management LLC ("AXA Rosenberg") as
investment sub-adviser for each Fund by approving a Subadviser Agreement
among the Trust, CSIM and AXA Rosenberg (ALL FUNDS EXCEPT THE AXA ROSENBERG
ENHANCED 500 FUND)
4. To transact such other business as may properly come before the Meeting or
any adjournment(s) thereof.
The close of business on [November 24, 2003] has been fixed as the record date
for determining shareholders who are entitled to notice of and are entitled to
vote at the meeting and any adjournments thereof (the "Record Date").
By order of the Board of Trustees
Sara Donaldson, Clerk
Barr Rosenberg Series Trust
[DATE]
Barr Rosenberg Series Trust
3435 Stelzer Road
Columbus, Ohio 43219
<Page>
AXA ROSENBERG MUTUAL FUNDS
AXA ROSENBERG U.S. SMALL CAPITALIZATION FUND
AXA ROSENBERG U.S. DISCOVERY FUND
AXA ROSENBERG U.S. LARGE CAPITALIZATION FUND
AXA ROSENBERG ENHANCED 500 FUND
AXA ROSENBERG INTERNATIONAL EQUITY FUND
AXA ROSENBERG INTERNATIONAL SMALL CAPITALIZATION FUND
AXA ROSENBERG EUROPEAN FUND
AXA ROSENBERG U.S. LONG/SHORT EQUITY FUND
AXA ROSENBERG U.S. LARGE/MID CAPITALIZATION
LONG/SHORT EQUITY FUND
AXA ROSENBERG VALUE LONG/SHORT EQUITY FUND
AXA ROSENBERG GLOBAL LONG/SHORT EQUITY FUND
EACH OF THE AXA ROSENBERG MUTUAL FUNDS IS A SERIES OF BARR ROSENBERG
SERIES TRUST, WHICH IS AN OPEN-END MANAGEMENT INVESTMENT COMPANY.
SHAREHOLDER PROXY
[DATE]
Your vote is important!
Please read and respond today.
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AXA ROSENBERG MUTUAL FUNDS - BARR ROSENBERG SERIES TRUST (THE "TRUST")
SHAREHOLDER PROXY
[DATE] TABLE OF CONTENTS
4 ABOUT THE PROPOSALS
An overview of the three proposals that shareholders are voting on and how
they would affect the series of the Trust (the "Funds").
PROXY STATEMENT
A more detailed discussion of all proposals and additional information.
12 PROPOSAL 1
To elect trustees for the Trust (each a "Trustee" and collectively,
the "Trustees").
16 PROPOSAL 2
To approve a new Management Agreement between Charles Schwab
Investment Management, Inc. ("CSIM") and the Trust on behalf of each
Fund.
23 PROPOSAL 3
To approve a Subadviser Agreement among CSIM, AXA Rosenberg
Investment Management LLC ("AXA Rosenberg") and the Trust on behalf
of each Fund.
29 ADDITIONAL INFORMATION
Information concerning independent public accountants and additional
information about the Trust.
33 EXHIBITS
Proposed Management Agreement and Subadviser Agreement.
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SHAREHOLDER REPORTS
On request, the Trust will furnish, without charge, a copy of its most recent
Annual Report and Semi-Annual Report, to any shareholder.
Shareholders may direct all written requests for such reports to the Trust at
3435 Stelzer Road, Columbus, Ohio 43219-8021, or you may call the Trust at
1-800-555-5737 (FOR INVESTMENT PROFESSIONALS) OR 1-800-447-3332 (FOR INDIVIDUAL
INVESTORS).
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ABOUT THE PROPOSALS
The purpose of this proxy is to seek shareholder approval of the following
proposals:
- - TO ELECT TRUSTEES - Shareholders of all the Funds are being asked to elect
three new Trustees.
- - TO CONSIDER CHANGES TO THE CURRENT ADVISORY ARRANGEMENTS FOR EACH FUND -
Shareholders of each Fund other than the AXA Rosenberg Enhanced 500 Fund
(the "AXA 500 Fund") are being asked to approve a Management Agreement with
Charles Schwab Investment Management, Inc. ("CSIM"), pursuant to which CSIM
would provide overall investment management for such Fund. Shareholders of
each of those Funds are also being asked to approve a Subadviser Agreement
among the Trust, CSIM and AXA Rosenberg Investment Management LLC ("AXA
Rosenberg"), which currently serves as investment adviser to each Fund. As
subadviser, AXA Rosenberg would continue to provide day-to-day portfolio
management services to the Funds. Shareholders of the AXA 500 Fund are
[contemporaneously] receiving an Information Statement describing revisions
to that Fund's objective, investment strategy and investment advisory
arrangements generally. For the Funds being asked to vote on Proposals 2 and
3 (the "Voting Funds"), the amount that shareholders pay for investment
advisory services will not increase, and may be reduced.
The Trustees believe that the proposals are in the best interests of
shareholders, but shareholder approval is required to make them happen. This
document tells you more about the proposals and explains the main reasons that
the Trustees believe the proposals are in the best interests of shareholders.
Please take a moment to understand the proposed changes and vote your shares.
HOW TO VOTE YOUR SHARES
Voting your shares is easy and doesn't take long. Use any of the following
options. For Internet and touch-tone phone voting, you'll need the 12-digit
number(s) on your enclosed proxy voting card(s).
- - By Internet: go to "www.proxyvote.com" and follow the instructions
- - By touch tone phone: call the toll-free number on your proxy card(s) and
follow the recorded instructions
- - By mail: mark your votes on the enclosed proxy card(s), sign and date, and
mail using the postage-paid envelope provided
Remember: if you vote by internet or phone, do not mail your proxy card(s).
Please make sure you vote all of the enclosed proxy cards. Questions on any part
of this document?
4
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Call our proxy solicitor, King Mutual Fund Services, at [INSERT SOLICITOR'S
PHONE NUMBER].
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INTRODUCTION
PURPOSE OF THIS DOCUMENT
This proxy statement is being furnished to shareholders of each Fund in
connection with the solicitation of proxies by and on behalf of the Board of
Trustees of the Trust (the "Board of Trustees") for use at the Trust's Special
Meeting of shareholders to be held at the offices of Charles Schwab & Co., 101
Montgomery Street, San Francisco, California on [January 28, 2004], at [INSERT
TIME OF MEETING], and at any adjournment thereof (the "Meeting"). This proxy
statement is first being mailed to shareholders on or about [INSERT MAILING
DATE].
WHO MAY VOTE
The Board of Trustees has fixed the Record Date as the close of business on
[November 24, 2003]. Only holders of shares of the Funds at the close of
business on the Record Date are entitled to notice of, and to vote at, the
Meeting. The chart on page 9 shows the number of issued and outstanding shares
of each Fund entitled to vote.
The holder of each full share of a Fund outstanding as of the close of business
on the Record Date is entitled to one vote upon each matter properly submitted
to the Meeting that relates to that Fund, and a proportionate fractional vote
for any fractional shares held.
HOW TO VOTE
Shareholders may vote by Internet, phone or by returning the enclosed proxy
card. Depending on the number of Funds of which you are a shareholder and the
number of accounts you have, you may receive more than one proxy card.
If you vote by mail, complete, date, sign and promptly return the enclosed proxy
card(s) in the accompanying envelope. If you properly execute and return your
proxy card(s) prior to the meeting, your shares will be voted in accordance with
the instructions marked on the proxy card(s). If no instructions are marked on
the proxy card(s), then your shares will be voted FOR the proposals described in
this proxy statement and in the discretion of the persons named as proxies in
connection with any other matter that may properly come before the Meeting.
You may revoke your proxy at any time prior to its exercise by voting in person
at the meeting or by submitting, before the Meeting, written notice of
revocation or a later-dated proxy.
QUORUM AND VOTING REQUIREMENTS
In order to take action on any proposal, a "quorum" of forty percent (40%) of
shares entitled to vote on that proposal, must be present in person or by proxy.
6
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To be elected as a Trustee, each individual nominated for election to the
Board of Trustees (each a "Nominee") must receive the affirmative vote of the
holders of a plurality of the outstanding shares of all of the Funds voting
together as a single class. This means that the three Nominees for election
receiving the highest number of affirmative votes cast at a meeting will be
elected, as long as the votes FOR such Nominee exceed the votes AGAINST such
Nominee. As required by the Investment Company Act of 1940, as amended (the
"1940 Act"), approval of Proposals 2 and 3 requires the affirmative vote of a
majority of the outstanding voting securities of the Fund entitled to vote on
such Proposal. As defined by the 1940 Act, a "majority of the outstanding
voting securities" means the vote of (i) 67% or more of the Fund's
outstanding shares 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
(ii) more than 50% of the Fund's outstanding shares, whichever is less.
OTHER VOTING-RELATED MATTERS
If a quorum is not present at the meeting, or if sufficient votes to approve
a proposal are not received, the persons named as proxies may propose one or
more adjournments of the Meeting to permit further solicitation of proxies.
Any adjournment(s) of the Meeting will require the affirmative vote of a
majority of those shares of the relevant Funds present at the meeting in
person or by proxy and entitled to vote on the proposal. If the Meeting is
adjourned with respect to a proposal, any other proposal may still be acted
on by shareholders so long as there is a quorum.
The Board of Trustees does not presently know of any matter to be considered at
the meeting other than the matters described in the Notice of Special Meeting
accompanying this proxy statement. If any other matter should arise, however,
the persons named in properly authorized proxies have discretionary authority to
vote such proxies as they decide.
Abstentions and broker "non-votes" (i.e., proxies received from brokers or
nominees indicating that they have not received instructions from the beneficial
owner or other person entitled to vote shares) will be counted as shares that
are present for purposes of determining the presence of a quorum, but will not
be counted as votes FOR a proposal. Accordingly, abstentions and broker
non-votes will have the effect of a vote AGAINST Proposals 2 and 3.
SOLICITATION OF PROXIES
The Trust has retained King Mutual Fund Services, a proxy solicitation firm at
an estimated cost of [$XXXX]. CSIM and AXA Rosenberg will bear the expenses
incurred in connection with preparing this proxy statement, including certain
legal costs. CSIM will bear the cost of retaining the proxy solicitation firm
and all other costs associated with the solicitation of proxies, including the
reimbursement of certain parties for their expenses in forwarding proxy
materials to beneficial owners of Fund shares.
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In addition to the solicitation of proxies by mail, officers of the Trust and
officers and employees of CSIM and AXA Rosenberg also may solicit proxies
electronically, by telephone, fax, in person or by other means.
LIST OF PROPOSALS AND AFFECTED FUNDS
<Table>
<Caption>
PROPOSAL FUNDS
1 To elect three new Trustees for the Trust to hold office All Funds, voting together
until their successors are duly elected and qualified.
2 To approve CSIM as investment adviser for the Fund by Each Voting Fund, voting
approving a Management Agreement between CSIM and the Trust separately
on behalf of the Fund.
3 To approve AXA Rosenberg as investment sub-adviser for the Each Voting Fund, voting
Fund by approving a Subadviser Agreement among separately
CSIM, AXA Rosenberg and the Trust on behalf of each Fund.
</Table>
Proposals 2 and 3 are contingent on each other with respect to each Fund, so
if shareholders of a Fund do not approve both proposals, the Board of
Trustees of the Trust (the "Board or "Board of Trustees") does not intend to
implement either proposal with respect to that Fund. Proposal 1 regarding the
election of new Trustees will not be implemented unless Proposals 2 and 3 are
approved and implemented by at least one of the Voting Funds. If shareholders
approve Proposals 2 and 3 with respect to some, but not all, Voting Funds,
the current Trustees may determine to maintain the STATUS QUO by not
implementing any of the proposals with respect to any of the Funds.
NUMBER OF SHARES OUTSTANDING AND NET ASSETS AS OF THE RECORD DATE
<Table>
<Caption>
FUND NET ASSETS SHARES OUTSTANDING
AXA Rosenberg U.S. Small Capitalization Fund $ XX XX
AXA Rosenberg U.S. Discovery Fund $ XX XX
AXA Rosenberg U.S. Large Capitalization Fund $ XX XX
AXA Rosenberg Enhanced 500 Fund $ XX XX
AXA Rosenberg International Equity Fund $ XX XX
AXA Rosenberg International Small Capitalization Fund $ XX XX
AXA Rosenberg European Fund $ XX XX
AXA Rosenberg U.S. Long/Short Equity Fund $ XX XX
</Table>
8
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<Table>
AXA Rosenberg U.S. Large/Mid Capitalization Long/Short $ XX XX
Equity Fund
AXA Rosenberg Value Long/Short Equity Fund $ XX XX
AXA Rosenberg Global Long/Short Equity Fund $ XX XX
</Table>
9
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ABOUT THE PROPOSALS
The Board of Trustees has proposed changes to the management structure of the
Voting Funds. These changes are intended to enhance the management and
distribution services provided to these Funds.
ELECTION OF TRUSTEES - The Board of Trustees is responsible for overseeing
the activities of the Funds and their service providers. Currently, the Board
consists of four trustees, one of whom is an interested person (as defined in
Section 2(a)(19) of the 1940 Act) of the Trust (an "Interested Trustee") and
three of whom are not interested persons of the Trust (each an "Independent
Trustee"). It is proposed that shareholders elect three new trustees to the
Board. Two of the Nominees would be Independent Trustees (even after
implementation of the proposals) and the other is an officer of Charles
Schwab & Co., Inc. ("Schwab"), an affiliate of CSIM. The new Nominees for
Independent Trustee have had wide ranges of experience, including serving as
trustees of other mutual funds advised by CSIM, and will apply this
experience in overseeing the Funds. It is anticipated that if shareholders
approve the proposed changes to the investment advisory arrangements for the
Funds, the current Interested Trustee and two of the three current
Independent Trustees will resign from the Board of Trustees, leaving the
Board with three new Trustees, but maintaining the current composition of
three Independent Trustees and one Interested Trustee.
APPROVAL OF MANAGEMENT AGREEMENT AND SUBADVISER AGREEMENT - AXA Rosenberg
currently serves as investment adviser to each Fund. As investment adviser,
AXA Rosenberg directs the investments of the Funds and is responsible for
overseeing regulatory compliance, overseeing the Trust's other service
providers and generally monitoring the affairs of and providing an investment
program for the Funds, subject to the supervision of the Trustees. If
shareholders of the Voting Funds approve the proposed changes to the advisory
arrangements, AXA Rosenberg, subject to the supervision of CSIM, would
continue to provide day-to-day portfolio management services to the Funds as
investment sub-adviser. However, CSIM would be the investment adviser to the
Funds. As investment adviser, CSIM would take over AXA Rosenberg's
non-portfolio management related functions, such as monitoring Fund
compliance and supervising services provided to the Funds and shareholders.
If CSIM is approved as investment adviser, it is anticipated that the Board may
in the future appoint CSIM's affiliate, Charles Schwab & Co., Inc. ("Schwab"),
as principal underwriter or distributor of the Funds. It is also expected that,
upon approval of the new advisory arrangements described above, the business of
the Funds would be conducted under the name "Laudus Rosenberg Funds."
The Trustees believe that engaging CSIM to serve as investment adviser and
Schwab as distributor will allow AXA Rosenberg to focus exclusively on the
area of its greatest expertise - making investment decisions for the Funds.
It will also allow the Funds to benefit from CSIM's experience providing
mutual fund management. CSIM currently oversees the investment programs for
49 mutual funds with more than $140.8 billion in assets. In managing these
funds, CSIM has developed significant regulatory compliance resources and
systems for providing services to fund shareholders. CSIM also manages other
funds for which investment sub-advisers provide day-to-day portfolio
management.
10
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Moreover, it is expected that approving this proposal may result in
operational efficiencies and a larger, long-term shareholder base. This may
result in expenses being spread over a larger pool of assets and potentially
lower operating expenses and/or transaction costs to the Funds (as a
percentage of assets).
In connection with the proposals, AXA Rosenberg and CSIM have entered into an
agreement regarding AXA Rosenberg's and CSIM's cooperation in realigning
responsibilities for the Funds' assets. The Agreement commits CSIM to using
commercially reasonable efforts (including, in some instances, reduction of
CSIM's management fee) to maintain the proposed sub-advisory fees for AXA
Rosenberg and, subject to certain conditions, provides that CSIM will pay
compensation to AXA Rosenberg in the event that AXA Rosenberg is terminated
as investment sub-adviser for a Fund. Consequently, CSIM will have a material
economic interest in avoiding the termination of AXA Rosenberg or reducing
AXA Rosenberg's sub-advisory fee. The amount of compensation owed to AXA
Rosenberg upon its termination, if any, is based on a formula that takes into
account when AXA Rosenberg is terminated, the circumstances surrounding the
termination, the performance of the Fund(s) at the time of termination, the
assets under management at the time of termination and the amount of
compensation under the Sub-Advisory Agreement that AXA Rosenberg received in
the 12-month period prior to the termination. The agreement also contains a
limited non-compete provision that provides that, for an eight year period
(or a shorter period in certain events), AXA Rosenberg cannot advise other
mutual funds, subject to certain exceptions, and that CSIM, subject to
certain exceptions, cannot offer other "quantitatively managed" mutual funds
except under its existing Schwab MarketMasters, Schwab and Excelsior brands.
Consummation of the agreement is conditioned upon, among other things,
approval of the proposals by shareholders of each Fund. Each of Dr. Kenneth
Reid, a current trustee of the Trust, and Jeffrey Lyons, a Nominee, may be
deemed to have a material interest in all of the Proposals because of the
agreement described in this paragraph by virtue of his employment with and
direct or indirect ownership interest in AXA Rosenberg and CSIM's corporate
parent, respectively.
If the shareholders do not approve the proposals, the Trustees will consider
other possible courses of action which may be in the best interest of
shareholders.
11
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PROPOSAL 1
TO ELECT TRUSTEES.
ELECTION OF TRUSTEES
It is proposed that shareholders of the Trust elect three Nominees to serve as
Trustees, each to hold office until a successor is elected and qualified. The
three Nominees (who have not previously served on the Board of Trustees) include
two Independent Nominees and one officer of Schwab, all of whom serve on the
boards of trustees of other mutual funds advised by CSIM.
The persons named in the accompanying proxies intend to vote for the election of
the persons listed below unless shareholders indicate on their proxy cards their
desire to withhold authority to vote for election to office.
Each Nominee has consented to being named in this proxy statement and has agreed
to serve as a Trustee if elected, provided that the other proposals are also
approved and implemented (or the current Trustees proceed to effect the new
advisory arrangement with respect to some but not all of the Funds). If the new
Trustees are elected and the other proposals are implemented, it is anticipated
that Dr. Reid, the current Interested Trustee, and two of the three current
Independent Trustees (William F. Sharpe and Dwight M. Jaffee) will resign
from the Board.
The two Nominees to serve as Independent Trustees have been nominated by Messrs.
Sharpe and Jaffee and Nils H. Hakansson, the current Independent Trustees.
Messrs. Sharpe, Jaffee and Hakansson are familiar with the background and
relevant experience of those two Nominees and have met with them in person to
discuss the nomination and their service as Independent Trustees.
The Board of Trustees does not know of any reason why any Nominee would be
unable or unwilling to serve as a trustee, but if any Nominee should become
unable to serve prior to the meeting, the proxy holders reserve the right to
vote for another person of their choice as Nominee or Nominees.
INFORMATION ABOUT CURRENT TRUSTEES AND NOMINEES FOR ELECTION AS TRUSTEES
The table below provides basic information about each Nominee. The mailing
address for each Nominee is 101 Montgomery Street, San Francisco, California
94104.
12
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<Table>
<Caption>
POSITION WITH THE NUMBER OF
FUNDS AND THE BUSINESS EXPERIENCE AND OTHER FUNDS IN THE
LENGTH OF TIME DIRECTORSHIPS HELD DURING THE PAST FIVE FUND COMPLEX
NAME AND AGE SERVED YEARS TO BE OVERSEEN
NOMINEES FOR INDEPENDENT TRUSTEE
Mariann Byerwalter Nominee Chairman of JDN Corporate Advisory LLC. 60***
43 From 1996 to 2001, Ms. Byerwalter was the
Vice President for Business Affairs and
Chief Financial Officer of Stanford
University and, in 2001, Special Adviser
to the President of Stanford University.
Trustee of each portfolio of The Charles
Schwab Family of Funds, Schwab
Investments, Schwab Annuity Portfolios
and Schwab Capital Trust (consisting of
49 portfolios). Ms. Byerwalter also is on
the Board of Trustees of Stanford
University, America First Companies,
Omaha, NE (venture capital/fund
management), Redwood Trust, Inc.
(mortgage finance), Stanford Hospitals
and Clinics, SRI International
(research), PMI Group, Inc. (mortgage
insurance) and Lucile Packard Children's
Hospital; Director until 2002, LookSmart,
Ltd. (an Internet infrastructure
company).
William A. Hasler Nominee Co-Chief Executive Officer, Aphton 60***
62 Corporation (bio-pharmaceuticals). Prior to
August 1998, Mr. Hasler was Dean of the Haas
School of Business at the University of
California, Berkeley (higher education).
Trustee of each portfolio of The Charles
Schwab Family of Funds, Schwab
Investments, Schwab Annuity Portfolios and
Schwab Capital Trust (consisting of 49
portfolios). Mr. Hasler also is on the Board
of Directors of Solectron Corporation
(manufacturing), Tenera, Inc. (services and
software), Airlease Ltd. (aircraft leasing),
Mission West Properties (commercial real
estate) and Digital Microwave Corporation (a
network equipment corporation).
NOMINEE FOR INTERESTED TRUSTEE
Jeffrey M. Lyons * Nominee Executive Vice President, Asset Management 60***
48 Products & Services since September 2001,
Charles Schwab & Co., Inc. Prior to
September 2001, Mr. Lyons was Executive Vice
President, Mutual Funds, Charles
</Table>
13
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<Table>
Schwab & Co., Inc. Trustee of each portfolio
of The Charles Schwab Family of Funds,
Schwab Investments, Schwab Annuity
Portfolios and Schwab Capital Trust
(consisting of 49 portfolios).
CURRENT TRUSTEES
William F. Sharpe Trustee STANCO 25 Professor of Finance Emeritus, 12+/-
68 13 Years Stanford University; STANCO 25 Professor of
Finance, Stanford University,
September 1995-September 1999;
Chairman, Financial Engines
Incorporated (online
investment advice) March
1995-2003.
Nils H. Hakansson Trustee Sylvan C. Coleman Professor of Finance and 12+/-
65 12 Years Accounting, Haas School of Business,
University of California, Berkeley, July
1969 to June 2003.
Dwight M. Jaffee Trustee Professor of Finance and Real Estate, Haas 12+/-
59 4 Years School of Business, University of
California, Berkeley, July 1991 to present.
Kenneth Reid** Trustee Global Chief Investment Officer, AXA 12+/-
52 13 Years Rosenberg Investment Management LLC, January
1999-present; General Partner and Director
of Research; Rosenberg Institutional Equity
Management, June 1986-December 1998.
</Table>
* Mr. Lyons is a Nominee for Interested Trustee because he is an employee of
Schwab.
** Mr. Reid is an Interested Trustee because he is an employee of, and holds an
ownership interest in the parent company of, AXA Rosenberg.
***This includes 49 Schwab funds and the 11 series of the Barr Rosenberg Series
Trust.
+/- This includes 11 series of the Barr Rosenberg Series Trust and one series of
the Barr Rosenberg Variable Insurance Trust.
TRUSTEE ACTIVITIES AND COMPENSATION
MEETINGS AND COMMITTEES - During the Trust's most recent fiscal year, the Board
of Trustees met four times. Each Trustee attended all of those meetings.
The Trust has a standing Audit Committee, which is composed of all of the
current Independent Trustees. The Audit Committee assists the Trustees in their
oversight of the Trust's financial reporting process and met once during the
Trust's most recently completed fiscal year. Each member of the Audit Committee
attended that meeting.
The Trust does not have a standing nominating committee or a standing
compensation committee or any committee performing similar functions. Consistent
with the requirements of certain other exemptive rules under the 1940 Act, the
selection and nomination of Independent Trustees is committed to the other
Independent Trustees.
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COMPENSATION OF THE TRUSTEES, OFFICERS AND OTHERS - Interested Trustees and
officers of the Trust do not receive compensation from the Trust. Each
Independent Trustee currently receives an annual fee of $45,540 plus an
additional fee for each meeting attended. The total compensation accrued and
payable to the Independent Trustees by the Trust and by the fund complex for the
fiscal year ended March 31, 2003, is shown in the table below.
<Table>
<Caption>
PENSION OR
RETIREMENT TOTAL
TOTAL BENEFITS ACCRUED ESTIMATED COMPENSATION
NAME OF INDEPENDENT COMPENSATION AS PART OF FUND ANNUAL BENEFITS FROM THE FUND
TRUSTEE FROM TRUST** EXPENSES UPON RETIREMENT COMPLEX*
- -----------------------------------------------------------------------------------------------------------
Nils H. Hakansson $ 85,965 N/A N/A $ 85,965
Dwight M. Jaffee $ 85,965 N/A N/A $ 85,965
William F. Sharpe $ 85,965 N/A N/A $ 85,965
</Table>
* The fund complex includes the Funds as well as the AXA Rosenberg VIT Value
Long/Short Equity Fund, the sole series of the Barr Rosenberg Variable
Insurance Trust. The Barr Rosenberg Variable Insurance Trust was not
operational in the fiscal year ended March 31, 2003.
** Reflects fees accrued for the fiscal year regardless of payment date.
If elected, Ms. Byerwalter and Mr. Hasler would receive compensation from the
Trust for serving as Independent Trustees.
The Trust does not currently have a bonus, pension, profit sharing or retirement
plan, but may adopt such a plan in the future.
OWNERSHIP OF FUND SECURITIES
The table below shows the dollar range of equity securities beneficially owned
by each Trustee or Nominee as of [October 15, 2003]. [TO BE UPDATED]
<Table>
<Caption>
AGGREGATE DOLLAR RANGE OF
EQUITY SECURITIES IN ALL FUNDS
OVERSEEN OR TO BE OVERSEEN BY
DOLLAR RANGE OF EQUITY SECURITIES TRUSTEE OR NOMINEE IN FUND
NAME OF TRUSTEE OR NOMINEE IN THE FUND (NAME OF FUND) COMPLEX+/-
- -------------------------------------------------------------------------------------------------------------
INDEPENDENT TRUSTEES
Nils H. Hakansson
Dwight M. Jaffee
William F. Sharpe
INTERESTED TRUSTEE
Kenneth Reid
NOMINEES FOR INDEPENDENT TRUSTEE
Mariann Byerwalter
William A. Hasler
NOMINEE FOR INTERESTED TRUSTEE
Jeffrey M. Lyons
</Table>
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+/- The Fund complex includes the Funds as well as the AXA Rosenberg VIT Value
Long/Short Equity Fund, the sole series of Barr Rosenberg Variable Insurance
Trust.
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PROPOSAL 2
TO APPROVE CSIM AS INVESTMENT ADVISER FOR EACH VOTING FUND BY APPROVING A
MANAGEMENT AGREEMENT BETWEEN CSIM AND THE TRUST ON BEHALF OF EACH VOTING FUND.
BACKGROUND
AXA Rosenberg currently serves as investment adviser to each Fund pursuant to
a separate advisory agreement with the Trust on behalf of each Fund. At a
meeting of the Board of Trustees held on November 3, 2003, the Board, and the
Independent Trustees voting separately, unanimously approved the appointment
of CSIM as investment adviser to each Fund and approved a Management
Agreement (each a "Proposed Management Agreement") between the Trust, on
behalf of each Fund, and CSIM. The Board also recommended that each Proposed
Management Agreement be submitted to shareholders of each respective Fund for
approval.
There is no intention to change the investment mandate of any of the Voting
Funds upon approval of CSIM as investment manager.
As described more fully under "Proposal 3," below, the Board is also proposing
that AXA Rosenberg, subject to CSIM's supervision, continue to provide
day-to-day portfolio management of each Fund.
SUMMARY OF THE PROPOSED ADVISORY AGREEMENT
A summary of the Proposed Management Agreements and information about CSIM
are provided below. A form of the Proposed Management Agreement is attached
as Exhibit A to this proxy statement, and the following description of the
Proposed Management Agreement is qualified in its entirety by reference to
such Exhibit.
The Proposed Management Agreements contain certain provisions that are
different from the provisions of the current advisory agreements with AXA
Rosenberg. A number of the provisions, however, including provisions relating
to the standards of care and limitation of liability, the selection of
portfolio securities and duration and termination, will not be materially
different under the Proposed Management Agreement.
DUTIES UNDER THE PROPOSED MANAGEMENT AGREEMENT - Under each Proposed
Management Agreement, CSIM will, subject to the direction and control of the
Board of Trustees and at its expense, have responsibility (either directly or
in a supervisory capacity) for (i) furnishing continuously an investment
program for the particular Fund, making investment decisions on behalf of
such Fund and placing all orders for the purchase and sale of its portfolio
securities, and (ii) furnishing all necessary office space and equipment,
providing bookkeeping and clerical services required to perform its duties
thereunder and paying all salaries, fees and expenses of the Trustees and
officers of the Trust who are affiliated persons of CSIM. The Agreement also
provides that CSIM may, subject to the provisions of the Trust's Second
17
<Page>
Amended and Restated Agreement and Declaration of Trust, as amended, and the
1940 Act, delegate its responsibility for day-to-day portfolio management and
trade execution to an investment sub-adviser. Each Proposed Management
Agreement provides that CSIM is responsible for payment of all compensation
to any such investment sub-adviser. The provisions regarding duties of the
adviser under the Proposed Management Agreement are similar to those of the
the current investment advisory agreements except that the current investment
advisory agreements do not provide for the delegation of responsibilities to
an investment sub-adviser.
STANDARD OF CARE - Each Proposed Management Agreement provides that in the
absence of willful malfeasance, bad faith or gross negligence on the part of
CSIM, or reckless disregard of its obligations and duties thereunder, CSIM
shall not be subject to any liability to the Trust, to any Fund or to any
shareholder, officer, director or Trustee thereof, for any act or omission in
the course of, or connected with, rendering services under each Proposed
Management Agreement. The limitation of liability provisions of each Proposed
Management Agreement are substantially similar to those of the current
investment advisory agreements.
PORTFOLIO TRANSACTIONS - For so long as it is sub-adviser, AXA Rosenberg
will have exclusive responsibility for effecting portfolio transactions,
including the selection of brokers in connection therewith, subject only to
general oversight by CSIM. However, the provisions relating to execution of
portfolio transactions in each Proposed Management Agreement authorize CSIM
to select brokers and dealers to execute portfolio transactions, subject to
its overall obligation to seek the most favorable price and execution
available for the Funds. In selecting a broker or dealer, CSIM shall consider
all factors it deems relevant, including, by way of illustration, the price,
the size of the transaction, the nature of the market for the security, the
amount of the commission, the timing of the transaction taking into account
market prices and trends, the reputation, experience and financial stability
of the broker involved, and the quality of service rendered by the broker in
other transactions. Subject to such policies as the Trustees may determine,
CSIM shall not be deemed to have acted unlawfully or to have breached any
duty created by each Proposed Management Agreement or otherwise solely by
reason of its having caused the Trust to pay, on behalf of a particular Fund,
a broker that provides brokerage and research services to CSIM or any
affiliated person of CSIM an amount of commission for effecting a portfolio
investment transaction in excess of the amount of commission another broker
would have charged for effecting that transaction, if CSIM determines in good
faith that such amount of commission was reasonable in relation to the value
of the brokerage and research services provided by such broker, viewed in
terms of either that particular transaction or CSIM's overall
responsibilities with respect to such Fund and to other clients of CSIM and
any affiliated person of CSIM as to which CSIM or any affiliated person of
CSIM exercises investment discretion. The portfolio transactions provisions
of each Proposed Management Agreement are substantially similar to those of
the current investment advisory agreements. It is expected that AXA
Rosenberg's policy with respect to the selection of brokers and the use of
"soft dollars" will continue under the Proposed Management and Sub-Adviser
Agreements.
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DURATION AND TERMINATION - Each Proposed Management Agreement shall be
in effect until two years from its execution date and thereafter shall be
continued for successive annual periods, provided that such continuance is
specifically approved at least annually (a) by the affirmative vote of a
majority of the outstanding shares of a particular Fund or by the Board of
Trustees, and (b) by the vote of a majority of the Trustees who are not
parties to such Proposed Management Agreement or "interested persons" (as
defined in the 1940 Act) of any such party, cast in person at a meeting
called for the purpose of voting on such approval. If the continuance of a
Proposed Management Agreement is submitted to the shareholders of a
particular Fund for their approval and such shareholders fail to approve such
continuance of such Proposed Management Agreement as provided therein, CSIM
may continue to serve thereunder in a manner consistent with the 1940 Act and
the rules and regulations thereunder. Each Proposed Management Agreement may
be terminated at any time by the vote of a majority of the Fund's outstanding
voting securities or by a vote of the entire Board of Trustees on sixty days'
written notice to CSIM or by CSIM on sixty days' written notice to the Trust.
Each Proposed Management Agreement shall terminate automatically in the event
of its "assignment" (as defined in Section 2(a)(4) of the 1940 Act). Each
Proposed Management Agreement may not be materially amended unless such
amendment is approved by the affirmative vote of a majority of the
outstanding shares of the particular Fund, and by the vote of a majority of
the Trustees who are not interested persons (as defined in the 1940 Act) of
the Trust or of CSIM, cast in person at a meeting called for the purpose of
voting on such amendment. The duration and termination provisions of each
Proposed Management Agreement are substantially similar to those of the
current investment advisory agreements.
COMPENSATION - Each Voting Fund's advisory fee under its Proposed Management
Agreement will be the same or lower than the advisory fees paid by such Fund
under its current advisory agreement.
The following table compares the fees payable to AXA Rosenberg under the
current advisory agreements with the fees payable to CSIM under the Proposed
Management Agreements. It also shows how much was AXA Rosenberg earned under
each advisory agreement, and how much would have been payable to CSIM under
the corresponding Proposed Management Agreement if it had been in effect, for
the fiscal year ended March 31, 2003.
<Table>
<Caption>
CURRENT AGREEMENT
RATE AGGREGATE PROPOSED AGREEMENT AGGREGATE DIFFERENCE
FUND (%) AMOUNT($)+/- RATE (%) AMOUNT($) (% HIGHER/LOWER)
AXA Rosenberg U.S. Small 0.90% $ 5,509,497 0.90% $ XX XX%
Capitalization Fund
</Table>
19
<Page>
<Table>
AXA Rosenberg U.S. 0.90% $ 87,552 1st $500 million - 0.90% $ XX XX%
Discovery Fund Over $1 billion - 0.85%
Over $2 billion - 0.825%
AXA Rosenberg U.S. Large 0.75% $ 67,141* 1st $500 million - 0.75% $ XX* XX%
Capitalization Fund Over $1 billion - 0.70%
Over $2 billion - 0.675%
AXA Rosenberg International 0.85% $ 61,051 1st $500 million - 0.85% $ XX XX%
Equity Fund Over $1 billion - 0.80%
Over $2 billion - 0.775%
AXA Rosenberg International 1.00% $ 338,099 1st $500 million - 1.00% $ XX XX%
Small Capitalization Fund Over $500 million - 0.95%
AXA Rosenberg European Fund 0.75% $ 47,644 1st $500 million - 0.75% $ XX XX%
Over $1 billion - 0.70%
Over $2 billion - 0.675%
AXA Rosenberg U..S. 1.25% $ XX** 1st $500 million - 1.25% $ XX XX%
Long/Short Equity Fund Over $500 million - 1.20%
AXA Rosenberg U.S. 1.00% $ 195,277 1st $500 million - 1.00% $ XX XX%
Large/Mid Capitalization Over $500 million - 0.95%
Long/Short Equity Fund
AXA Rosenberg Value 1.50% $ 2,016,922 1st $500 million - 1.50% $ XX XX%
Long/Short Equity Fund Over $500 million - 1.45%
AXA Rosenberg Global 1.50% $ 250,834 1st $500 million - 1.50% $ XX XX%
Long/Short Equity Fund Over $500 million - 1.45%
</Table>
+/- Before waivers.
* This fee is for the period June 20, 2002 to March 31, 2003.
** The AXA Rosenberg U.S. Long/Short Equity Fund was not operational as of
March 31, 2003.
EXPENSE LIMITATIONS
The fees in the table above reflect the fees payable by each Fund to AXA
Rosenberg and CSIM under the current advisory agreement and the Proposed
Management Agreement, respectively. Currently, AXA Rosenberg waives fees
and/or reimburses the Funds as necessary to keep ordinary operating expenses
incurred by a Fund in any fiscal year, including but not limited to
investment advisory fees (but subject to certain exclusions as described
below), from exceeding the limits set forth in the table below through March
31, 2004. CSIM has agreed to extend the limitations through March 31, 2007.
Both the current and proposed expense limitation agreements exclude
non-recurring account fees, extraordinary expenses, dividends on securities
sold short, service fees, subtransfer agency and subaccounting
20
<Page>
fees and distribution and shareholder service fees, so total Fund operating
expenses will be higher than the amounts shown below. The table below also
reflects the total annual operating expenses of each Fund net of expense
limitations under the current AXA Rosenberg expense limit and the proposed CSIM
expense limit, based on asset levels and other expenses for the Funds' last
fiscal year.
<Table>
<Caption>
TOTAL EXPENSES TOTAL EXPENSES
CURRENT AXA UNDER CURRENT UNDER PROPOSED
ROSENBERG PROPOSED CSIM AXA EXPENSE CSIM EXPENSE
FUND EXPENSE LIMIT EXPENSE LIMIT LIMIT LIMIT
AXA Rosenberg U.S. Small 1.15% 1.14% 1.15% 1.14%
Capitalization Fund
AXA Rosenberg U.S. Discovery Fund 1.15% 1.14% 1.15% 1.14%
AXA Rosenberg U.S. Large 1.00% 0.99% 1.00% 0.99%
Capitalization Fund
AXA Rosenberg International Equity 1.35% 1.34% 1.35% 1.34%
Fund
AXA Rosenberg International Small 1.50% 1.49% 1.50% 1.49%
Capitalization Fund
AXA Rosenberg European Fund 1.25% 1.24% 1.25% 1.24%
AXA Rosenberg U.S. Long/Short 1.25% 1.24% 1.50%* 1.49%
Equity Fund
AXA Rosenberg U.S. Large/Mid 1.25% 1.24% 2.67% 2.66%
Capitalization Long/Short Equity
Fund
AXA Rosenberg Value Long/Short 1.75% 1.74% 2.42% 2.41%
Equity Fund
AXA Rosenberg Global Long/Short 2.00% 1.99% 3.00% 2.99%
Equity Fund
</Table>
* Because the AXA Rosenberg U.S. Long/Short Equity is a new fund (as defined
under Form N-1A of the 1940 Act), total expenses are based on estimated
amounts.
A note on redemption fees: In addition to on-going operating expenses as set
forth above, the Trust expects to continue its policy of imposing redemption
fees on share exchanges or redemptions that occur within one month of
purchase. The Trustees believe that redemption fees have the equitable result
of requiring redeeming shareholders to bear brokerage and other transaction
costs associated with their redemptions, rather than having those costs borne
by non-redeeming shareholders. In particular, this policy has the beneficial
effect of discouraging market timers and other short-term investors whose
activities might otherwise adversely affect the Funds and their other
shareholders.
DATES OF APPROVAL OF CURRENT INVESTMENT ADVISORY CONTRACTS
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<Page>
The following table shows the date that the current investment advisory contract
between each Fund and AXA Rosenberg was executed and was last submitted to
shareholders for approval.
<Table>
<Caption>
FUND DATE OF EXECUTION DATE SUBMITTED TO SHAREHOLDERS
- -------------------------------------------- ----------------- ------------------------------
AXA Rosenberg U.S. Small Capitalization Fund 12/30/98 12/28/98
AXA Rosenberg U.S. Discovery Fund 12/1/00 12/4/00
AXA Rosenberg U.S. Large Capitalization Fund 3/27/02 3/26/02
AXA Rosenberg International Equity Fund 2/28/00 5/31/00
AXA Rosenberg International Small 12/30/98 12/28/98
Capitalization Fund
AXA Rosenberg European Fund 7/9/01 7/6/01
AXA Rosenberg U.S. Long/Short Equity Fund 3/27/02 3/26/02
AXA Rosenberg U.S. Large/Mid Capitalization 12/30/98 12/20/98
Long/Short Equity Fund
AXA Rosenberg Value Long/Short Equity Fund 2/28/00 12/28/98
AXA Rosenberg Global Long/Short Equity Fund 6/1/00 5/31/00
</Table>
TRUSTEES' CONSIDERATIONS
The Trustees, including the Independent Trustees, approved each Proposed
Management Agreement at a meeting held on November 3, 2003. The Trustees also
held meetings on September 10 and October 15, 2003, to consider each Proposed
Management Agreement and ask questions of representatives of CSIM. The
Independent Trustees also held separate meetings in person or by telephone on
August 6, August 29, September 10, September 16, September 24 and October 15,
2003 to discuss each Proposed Management Agreement and other information
provided by AXA Rosenberg or CSIM pursuant to their requests. The Trustees
received written and oral information from CSIM regarding CSIM's key
personnel and its experience in managing mutual funds. The Trustees reviewed
CSIM's qualifications to act as investment adviser to the Funds. In
recommending that shareholders approve each Proposed Management Agreement,
the Trustees carefully evaluated the experience of CSIM's key personnel in
institutional investing and the quality of services CSIM is expected to
provide to each Fund, including, but not limited to: (1) the fee and expense
ratios of comparable mutual funds; (2) the nature and quality of services
expected to be rendered to each Fund by CSIM; (3) the benefits that might
accrue to the Funds, including increased efficiencies and economies of scale,
as a result of the size and depth of CSIM's and its affiliates' mutual fund
organizations; (4) the distinct investment objectives and policies of each
Fund; (5) the history, reputation, qualification and background of CSIM, as
well as the qualifications of its personnel and its financial condition; (6)
its performance record;
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(7) CSIM's compliance infrastructure, including systems and procedures designed
to comply with recent federal regulations affecting mutual funds; (8) CSIM and
it's affiliates' ability to support the growth of assets invested in the Funds;
(9) CSIM's experience overseeing, monitoring and supervising the services of
sub-advisers to certain funds for which it currently serves as investment
adviser; and (10) other factors deemed relevant. The Trustees also reviewed the
fees to be paid to CSIM by each Fund under each Proposed Management Agreement in
comparison to those being charged in the relevant segment of the mutual fund
business.
Based on this evaluation, the Trustees considered whether each Proposed
Management Agreement was in the best interests of each Fund and the Fund's
shareholders. One of the issues influencing the Trustees' decision was the
fact that despite the change in investment advisor, the investment objective
of each Voting Fund will remain the same, and the investment strategies,
policies, restrictions, and current policy with respect to redemption fees of
each Voting Fund will remain substantially the same. The Trustees considered
that it is expected that the Voting Funds' shares will be subject to the same
or a lower operating expense ratio as a result of the change in advisory
arrangements. They also considered the potential for a larger long-term
shareholder base as a result of CSIM's involvement, which would result in
certain expenses being spread over a larger pool of assets and potentially
lower transaction costs to the Funds. They discussed the various challenges
to the Funds' maintaining or increasing their assets over the long term and
how the proposed relationship with CSIM could address those challenges.
Furthermore, after adoption of each Proposed Management Agreement, AXA
Rosenberg will continue to manage the assets of each Fund as sub-adviser to
the Funds. Accordingly, for the reasons noted above, together with other
factors and information considered relevant, and recognizing that there can
be no assurance that any of the potential benefits described above will be
realized, the Trustees concluded that each Proposed Management Agreement
would be in the best interest of each Fund and the Fund's shareholders.
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ABOUT CHARLES SCHWAB INVESTMENT MANAGEMENT, INC. (CSIM)
CSIM is a wholly-owned subsidiary of The Charles Schwab Corporation. Both CSIM
and The Charles Schwab Corporation are located at 101 Montgomery Street, San
Francisco, CA 94104.
As of September 30, 2003, CSIM managed 49 mutual funds and over $140.8 billion
in assets. Information about those funds managed by CSIM with investment
objectives and policies similar to those of the funds is set forth below.
PRINCIPAL EXECUTIVE OFFICERS AND DIRECTORS - Listed below are the directors and
principal executive officer of CSIM. The principal business address of each
director and the principal executive officer, as it relates to their duties at
CSIM, is the same as above.
<Table>
<Caption>
NAME POSITION
Randall W. Merk Director, President and Chief Executive Officer
Charles R. Schwab Chairman and Director
Stephen B. Ward Director, Senior Vice President and Chief Investment Officer
</Table>
SIMILAR FUNDS MANAGED BY CSIM
CSIM is the investment adviser for the following funds that have investment
objectives and policies similar to those of the Funds in that each invests
primarily in equity securities using "quantitative" investment methodologies.
<Table>
<Caption>
NET ASSETS AS OF CONTRACTUAL RATE OF EFFECTIVE RATE OF
FUND SEPTEMBER 30, 2003 COMPENSATION %* COMPENSATION %**
Schwab Core Equity Fund $ 224,883,714 0.54% on first 0.38%
$500,000, 0.49% on
all other assets
Schwab Dividend Equity Fund $ 163,859,723 0.85% on all assets ***
Schwab Hedged Equity Fund $ 34,507,182 1.05% on all assets ***
Schwab Small-Cap Equity Fund $ 40,060,175 1.75% on all assets ***
</Table>
* These fees are paid to CSIM for the services it provides as Investment Advisor
and Administrator to each fund.
** Net of fee waivers and expense reimbursements.
*** These Funds have not been in operation for a complete fiscal year.
Therefore, information on CSIM's effective rates of compensation is not yet
available.
24
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PROPOSAL 3
TO APPROVE AXA ROSENBERG AS AN INVESTMENT SUB-ADVISER FOR EACH FUND BY APPROVING
A SUBADVISER AGREEMENT AMONG CSIM, AXA ROSENBERG AND THE TRUST ON BEHALF OF
EACH FUND.
BACKGROUND
At a meeting of the Board of Trustees held on November 3, 2003, the Board,
including the Independent Trustees voting separately, unanimously approved
the proposed Subadviser Agreement among CSIM, AXA Rosenberg and the Trust on
behalf of each Fund (each a "Proposed Subadviser Agreement"). The Board also
recommended that each Proposed Subadviser Agreement be submitted to
shareholders of each Fund for approval.
SUMMARY OF THE PROPOSED SUBADVISER AGREEMENT
A summary of the Proposed Subadviser Agreements and information about AXA
Rosenberg are provided below. A form of the Proposed Subadviser Agreement is
attached as Exhibit B to this proxy statement, and the following description of
the Proposed Subadviser Agreement is qualified in its entirety by reference to
such Exhibit.
DUTIES UNDER THE PROPOSED SUBADVISER AGREEMENT - Under each Proposed Subadviser
Agreement, AXA Rosenberg, at its expense, will furnish continuously an
investment program for the particular Fund and will make investment decisions on
behalf of such Fund and place all orders for the purchase and sale of portfolio
securities and all other investments, subject to the supervision of CSIM and the
Trustees. Under each Proposed Subadviser Agreement, CSIM and the Trust have
agreed that CSIM shall have no authority for the selection of brokers and/or the
day-to-day placing of orders in connection with the particular Fund, subject
only to CSIM's general supervisory obligations.
STANDARD OF CARE - Each Proposed Subadviser Agreement provides that, in the
absence of willful misfeasance, bad faith or gross negligence on the part of AXA
Rosenberg, or reckless disregard of its obligations and duties thereunder, AXA
Rosenberg shall not be subject to any liability to CSIM, to the Trust, to any
Fund, or to any shareholder, officer, director or Trustee thereof, for any act
or omission in the course of, or connected with, rendering services under each
Proposed Subadviser Agreement. This standard of care is substantially similar to
the standard of care to which AXA Rosenberg is currently held under the existing
management contracts.
PORTFOLIO TRANSACTIONS - Each Proposed Subadviser Agreement authorizes AXA
Rosenberg to select brokers and dealers to execute portfolio transactions,
subject to the brokerage policies established by the Trustees and AXA
Rosenberg's overall obligation to seek the most favorable price and execution
for the particular Fund. In selecting a broker or dealer, AXA Rosenberg shall
consider all factors it deems relevant, including, by way of illustration,
price, the size of the transaction, the nature of the market security, the
amount of the commission, the timing of the transaction taking into account
market prices
25
<Page>
and trends, the reputation, experience and financial ability of the broker
involved, and the quality of service rendered by the broker in other
transactions. Subject to such policies as the Trustees may determine and
communicate to AXA Rosenberg in writing, AXA Rosenberg shall not be deemed to
have acted unlawfully or to have breached any duty created by any Proposed
Subadviser Agreement or otherwise solely by reason of its having caused a
Fund to pay a broker that provides brokerage and research services to AXA
Rosenberg or any affiliated person of AXA Rosenberg an amount of commission
for effecting a portfolio investment transaction in excess of the amount of
commission another broker would have charged for effecting that transaction,
if AXA Rosenberg determines in good faith that such amount of commission was
reasonable in relation to the value of the brokerage and research services
provided by such broker, viewed in terms of either that particular
transaction or AXA Rosenberg's overall responsibilities with respect to the
particular Fund and to other clients of AXA Rosenberg and any affiliated
person of AXA Rosenberg as to which AXA Rosenberg or any affiliated person of
AXA Rosenberg exercises investment discretion. The portfolio transaction
provisions of each Proposed Subadviser Agreement are substantially similar to
those of the current investment advisory agreements. It is expected that AXA
Rosenberg's policy with respect to the selection of brokers and the use of
"soft dollars" will continue under the Proposed Management and Subadviser
Agreements.
DURATION AND TERMINATION - Each Proposed Subadviser Agreement shall be in
effect until two years from its execution date and thereafter shall be
continued for successive annual periods, provided that such continuance is
specifically approved at least annually (a) by the affirmative vote of a
majority of the outstanding shares of the particular Fund or by the Board of
Trustees, and (b) by the vote of a majority of the Trustees who are not
parties to such Proposed Subadviser Agreement or "interested persons" (as
defined in the 1940 Act) of any such party, cast in person at a meeting
called for the purpose of voting on such approval. Each Proposed Subadviser
Agreement may be terminated at any time by the vote of a majority of the
particular Fund's outstanding voting securities or by a vote of the entire
Board of Trustees on 60 days' written notice to AXA Rosenberg or by AXA
Rosenberg on 60 days' written notice to the Trust. Each Proposed Subadviser
Agreement shall terminate automatically in the event of its "assignment" (as
defined in Section 2(a)(4) of the 1940 Act). Each Proposed Subadviser
Agreement shall not be amended except by a writing executed by each of the
parties thereto. In certain circumstances, AXA Rosenberg shall be entitled to
payment by CSIM (not the Fund) in the event of AXA Rosenberg's termination
with respect to a particular Fund.
COMPENSATION - Under the Proposed Subadviser Agreement, CSIM (not the Funds)
will pay AXA Rosenberg for its services in respect of each Fund out of the fee
it receives from such Fund. The total compensation payable to AXA Rosenberg by
CSIM will be based on the Fund's average daily net assets and will be equal to
(1) a base sub-advisory fee, plus or minus (2) a performance adjustment (if
any), plus (in the case of all Funds except the AXA Rosenberg U..S. Small
Capitalization Fund) (3) an adjustment (if any) for assets under management, all
as summarized below. Such compensation is described in detail on Schedule A to
the Proposed Subadviser Agreement, which is attached as Exhibit [B] to this
Proxy Statement, and the following summary is qualified in its entirety by the
Proposed Subadviser Agreement and Schedule A thereto.
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<Page>
BASE SUB-ADVISORY FEE.
FUNDS OTHER THAN THE AXA ROSENBERG U.S. SMALL CAPITALIZATION FUND. The table
below reflects the base annual sub-advisory fee payable to AXA Rosenberg by CSIM
with respect to each Fund other than the AXA Rosenberg U.S. Small Capitalization
Fund. As shown in the table, the base sub-advisory fees are subject to "break
points" so that for each such Fund, AXA Rosenberg receives, quarterly in
arrears, a percentage (as shown in the table on an annualized basis) of such
Fund's First Tier Assets, a lower percentage (as shown in the table on an
annualized basis) of such Fund's Second Tier Assets, if any, and a still lower
percentage (as shown in the table on an annualized basis) of such Fund's Third
Tier Assets, if any. For purposes of the preceding sentence, "First Tier Assets"
are comprised of a Fund's average daily net assets over the relevant quarter up
to such Fund's total assets as of the date on which AXA Rosenberg becomes
Subadviser to the Fund; "Second Tier Assets" are comprised of a Fund's portion
of the aggregate average daily net assets of all Funds (except the AXA Rosenberg
U.S. Small Capitalization Fund) over such quarter between (a) 2.5 billion, and
(b) the aggregate First Tier Assets of all Funds (except the AXA Rosenberg U.S.
Small Capitalization Fund); and "Third Tier Assets" are comprised of a Fund's
portion of the aggregate average daily net assets of all Funds (except the AXA
Rosenberg U.S. Small Capitalization Fund) in excess of $2.5 billion.
<Table>
<Caption>
FUND BASE SUB-ADVISORY FEE*
AXA Rosenberg U.S. Small Capitalization Fund 0.72% of First Tier Assets
0.405% of Second Tier Assets
0.405% of Third Tier Assets
AXA Rosenberg U.S. Discovery Fund 0.405% of First Tier Assets
0.36% of Second Tier Assets
0.27% of Third Tier Assets
AXA Rosenberg U.S. Large Capitalization Fund 0.338% of First Tier Assets
0.30% of Second Tier Assets
0.225% of Third Tier Assets
</Table>
27
<Page>
<Table>
AXA Rosenberg International Equity Fund 0.383% of First Tier Assets
0.34% of Second Tier Assets
0.255% of Third Tier Assets
AXA Rosenberg International Small 0.45% of First Tier Assets
Capitalization Fund 0.40% of Second Tier Assets
0.30% of Third Tier Assets
AXA Rosenberg European Fund 0.338% of First Tier Assets
0.30% of Second Tier Assets
0.225% of Third Tier Assets
AXA Rosenberg U.S. Long/Short Equity Fund 0.5625% of First Tier Assets
0.50% of Second Tier Assets
0.375% of Third Tier Assets
AXA Rosenberg U.S. Large/Mid Capitalization 0.45% of First Tier Assets
Long/Short Equity Fund 0.40% of Second Tier Assets
0.30% of Third Tier Assets
AXA Rosenberg Value Long/Short Equity Fund 0.675% of First Tier Assets
0.60% of Second Tier Assets
0.45% of Third Tier Assets
AXA Rosenberg Global Long/Short Equity Fund 0.675% of First Tier Assets
0.60% of Second Tier Assets
0.45% of Third Tier Assets
</Table>
- ----------------------
* The rates for any Fund set forth in the table may be adjusted if the gross
advisory fee rates payable to CSIM by such Fund are adjusted by the Trustees or
the shareholders of such Fund.
AXA ROSENBERG U.S. SMALL CAPITALIZATION FUND. The base annual sub-advisory fee
payable to AXA Rosenberg by CSIM with respect to the AXA Rosenberg U.S. Small
Capitalization Fund shall also be paid quarterly in arrears, may be adjusted if
the gross advisory payable to CSIM by the Fund is adjusted by the Trustees or
the Fund's shareholders, and shall also be subject to "break points," currently
as follows (on an annualized basis): 0.72% of the Fund's average daily net
assets up to its assets as of the date on which AXA Rosenberg becomes Subadviser
to the Fund (the "Existing Assets"); and 0.405% of the Fund's average daily net
assets in excess of the Existing Assets.
PERFORMANCE ADJUSTMENT. The fee payable to AXA Rosenberg will be
increased or decreased by a performance component (the "Performance Adjustment")
that will vary proportionately with the difference between (a) the investment
performance of the relevant Fund over a rolling three-year period minus the
investment record of the respective index set forth in Exhibit D over the same
period, expressed as a percentage, whether the result is positive or negative,
and (b) (i) 1.0% for Group A Funds (as listed in the table below), (ii) 2.0% for
Groups B Funds (as listed in the table below), or 2.5% for Group C Funds (as
listed in the table below). To the extent that the percentage described in
clause (a) in the preceding sentence falls within a "Null Zone" that will be
equal to a particular percentage above or below zero, there will be no
Performance Adjustment to
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<Page>
the sub-advisory base fee. The Null Zone will be plus or minus 1.0%, plus or
minus 2.0%, and plus or minus 2.5% for funds falling within Groups A, B, and
C, respectively. Group A, B, and C Funds are as follows:
<Table>
<Caption>
GROUP A GROUP B GROUP C
- ------------------------------------- ----------------------------------- -----------------------------------
U.S. Large Capitalization Fund U.S. Small Capitalization Fund U.S. Long/Short Equity Fund
International Equity Fund U.S. Discovery Fund U.S. Large/Mid Capitalization
European Fund International Small Long/Short Equity Fund
Capitalization Fund Value Long/Short Equity Fund
Global Long/Short Equity Fund
</Table>
The Performance Adjustment (whether positive or negative) for a Fund will never
exceed 5% of the advisory fee payable to CSIM with respect to such Fund (the
"Maximum Performance Adjustment"). The Maximum Performance Adjustment will be
made when the Fund's performance reaches plus or minus 2.0%, 4.0% and 5.0% in
relation to the relevant benchmark for funds falling within Groups A, B, and C,
respectively (the "Maximum Adjustment Performance Point"). The Performance
Adjustment will be zero when performance is in the Null Zone and, starting at
the edge of the Null Zone, it shall increase (or decrease in the case of a
negative Performance Adjustment) based on a constant ratio until the Maximum
Adjustment Performance Point is reached.
ASSETS UNDER MANAGEMENT ADJUSTMENT (APPLICABLE TO ALL FUNDS EXCEPT THE
U.S. SMALL CAPITALIZATION FUND). The base sub-advisory fee will also be
adjusted in the event that the Funds collectively (excluding the AXA
Rosenberg U.S. Small Capitalization Fund) have not achieved assets under
management of at least $2.025 billion and the S&P 500 Index(R) is above
1,000. In this case, the base sub-advisory fee for the following year will be
increased for a period of one year by an amount equal to 5% of the gross base
investment advisory fee payable to CSIM with respect to each Fund.
In the event that the Funds collectively (excluding the AXA Rosenberg U.S.
Small Capitalization Fund) have not achieved assets under management of at
least $2.775 billion and the S&P 500 Index(R) is above 1,000, then the base
sub-advisory fee for the following year will be increased for a period of one
year by an amount equal to 5% of the gross base investment advisory fee
payable to CSIM with respect to each Fund.
For each year thereafter, in the event that (i) the Funds collectively
(excluding the Laudus Rosenberg U.S. Small Capitalization Fund) have not
achieved 50% of the End of Period Assets Under Management target (which shall
not be lower than the 2007 target) recommended by CSIM and AXA Rosenberg, and
(ii) the S&P 500 Index(R) is above 1,000, then the Sub-Advisory Base Fee will
be adjusted upward by an amount equal to 5% of the gross base investment
sub-advisory fee payable to CSIM with respect to each Fund.
In each case, the Performance Adjustment and the assets under management
adjustment will be made independently of each other.
TRUSTEES' CONSIDERATIONS
The Trustees, including the Independent Trustees, approved the Proposed
Subadviser Agreement for each Fund at a meeting held on November 3, 2003. The
Trustees also held meetings on September 10 and October 15, 2003 to consider
the agreement and ask questions of
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<Page>
representatives of CSIM and AXA Rosenberg. The Independent Trustees also held
separate meetings in person or by telephone on August 6, August 29, September
10, September 16, September 24 and October 15, 2003 to discuss each Proposed
Subadviser Agreement and other information provided by CSIM and AXA Rosenberg
pursuant to their requests. The Trustees received written and oral
information from AXA Rosenberg regarding AXA Rosenberg's key personnel. The
Trustees reviewed AXA Rosenberg's qualifications to act as sub-adviser and
its track record as investment adviser to the portfolios. In recommending
that shareholders approve each Proposed Subadviser Agreement, the Trustees
carefully evaluated the experience of AXA Rosenberg's key personnel in
institutional investing and the quality of services AXA Rosenberg is expected
to provide, and has in the past provided, to each Fund, including, but not
limited to: (1) the fee and expense ratios of comparable mutual funds,
including those that have sub-advisory relationships; (2) the performance of
the Funds since commencement of operations; (3) the nature and quality of
services expected to be rendered to each Fund by AXA Rosenberg; (4) the
distinct investment objectives and policies of the Funds; (5) the history,
reputation, qualification and background of AXA Rosenberg as well as the
qualifications of its personnel and its financial condition; (6) its
performance record; and (7) other factors deemed relevant. The Trustees also
reviewed the fees to be paid AXA Rosenberg under the agreement in comparison
to those being charged in the relevant segment of the mutual fund business
and considered the appropriateness of the weighting given to the fixed and
variable components of such fees. Also influencing the Board's decision were
considerations of whether the performance fee adjustments are reasonably
structured, and in particular whether they (a) will unduly reward AXA
Rosenberg for random short-term fluctuations in the market, (b) will be
measured against appropriate indices of securities, (c) will give rise to
significant costs in connection with the implementation or adjustment of such
indices, or (d) will give rise to volatility in AXA Rosenberg's fee revenues
that would have a significant impact on its financial health and, in
particular, on its ability to provide quality services to the Funds.
Based on this evaluation, the Trustees considered whether each Proposed
Subadviser Agreement would be in the best interests of each Fund and the
Fund's shareholders. One of the issues influencing the Trustees' decision was
that either AXA Rosenberg or its predecessor has been the investment adviser
to the Funds since their inception, and that it will continue to manage the
assets of each Fund on a day-to-day basis. Accordingly, for the reasons noted
above, together with other factors and information considered relevant, the
Trustees concluded that each Proposed Subadviser Agreement would be in the
best interest of each Fund and the Fund's shareholders.
ABOUT AXA ROSENBERG INVESTMENT MANAGEMENT, LLC
AXA Rosenberg is wholly-owned by AXA Rosenberg Group LLC. AXA Rosenberg Group
LLC is contractually controlled jointly by AXA IM Rose, Inc., Barr Rosenberg,
Kenneth Reid and Rosenberg Alpha L.P.
AXA IM Rose Inc. is wholly-owned by AXA IM Holdings U.S. Inc. AXA IM Holdings
Inc. is wholly-owned by AXA Investment Managers S.A., a French societe anonyme,
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<Page>
which, in turn, is owned, collectively, by AXA SA a French holding company, AXA
Assurances IARD, a French societe anonyme, AXA UK Plc, a British public limited
company, AXA Colonia Konzern AG, a German Aktiengesellschaft. AXA Assurances
IARD, AXA UK Plc and AXA Colonia Konzern AG being owned by AXA SA (More than 90%
directly).
Finaxa, a French holding company, beneficially owns more than 25% of the voting
securities of, and therefore controls, AXA SA. Mutuelles Axa, a group of four
French mutual insurance companies, one of which controls Finaxa, acting as a
group, controls both AXA SA and Finaxa. Rosenberg Alpha L.P. is controlled by
Barr Rosenberg as their Managing General Partner. Each of these entities may be
deemed a controlling person of AXA Rosenberg.
AXA Rosenberg is located at Four Orinda Way, Building E, Orinda, California
94563.
The following is a list of the directors and principal executive officers of AXA
Rosenberg. The principal business address of the directors and the principal
executive officers, as it relates to their duties at AXA Rosenberg, is the same
as the address for AXA Rosenberg.
PRINCIPAL EXECUTIVE OFFICERS AND DIRECTORS
<Table>
<Caption>
NAME POSITION
Stephane Prunet Global Chief Executive Officer
Edward H. Lyman President
Kenneth Reid Global Chief Investment Officer
William E. Ricks Chief Executive Officer and Chief Investment Officer of
North America
Barr Rosenberg Chairman
</Table>
EMPLOYEES OF AXA ROSENBERG WHO ARE OFFICERS OF THE FUNDS
Listed below are the names of each current officer of the Funds who is also an
officer or employee of AXA Rosenberg.
<Table>
<Caption>
NAME POSITION WITH THE FUNDS POSITION WITH AXA ROSENBERG
Edward H. Lyman President President
Kenneth Reid Trustee Global Chief Investment Officer
Thomas Mead Vice President Director, Research
Heidi Khashabi Ridley Vice President Managing Director, AXA Rosenberg
Mutual Funds
Sara Donaldson Vice President/Compliance US Compliance Director
Officer/Clerk
Richard L. Saalfeld Vice President Director, Business Development
</Table>
31
<Page>
<Table>
William Wiebe Vice President and Chief Legal Chief Legal Counsel
Officer
</Table>
SIMILAR FUNDS MANAGED BY AXA ROSENBERG
Except for the sole series of the Barr Rosenberg Variable Insurance Trust -- the
AXA Rosenberg VIT Value Long/Short Equity Fund -- which is managed by AXA
Rosenberg as a variable-insurance-product clone of the AXA Rosenberg Value
Long/Short Equity Fund, AXA Rosenberg does not act as investment adviser for any
mutual funds that have investment objectives similar to the Funds.
SUBMISSION OF SHAREHOLDER PROPOSALS
The Trust is not required to hold annual shareholders' meetings and does not
intend to do so. The Trust may hold special meetings as required or deemed
desirable by its Board of Trustees or for other purposes.
Shareholders wishing to submit proposals for inclusion in a proxy statement for
a future shareholder meeting should send their written submissions to the Trust
at 3435 Stelzer Road., Columbus, OH 43219. Proposals must be received a
reasonable time in advance of a proxy solicitation to be included. Submission of
a proposal does not guarantee inclusion in a proxy statement because proposals
must comply with certain federal securities regulations.
ADDITIONAL INFORMATION
INFORMATION ABOUT TRUST OFFICERS
The table below provides basic information about the Trust's current officers.
The mailing address of each officer is c/o Barr Rosenberg Series Trust, 3435
Stelzer Rd., Columbus, OH 43219. There is no stated term of office for the
officers of the Trust. If shareholders approve the proposals, it is anticipated
that the Board of Trustees will replace certain officers with individuals who
are employees of CSIM.
<Table>
<Caption>
POSITION WITH THE
TRUST AND THE
LENGTH OF TIME
NAME AND AGE SERVED BUSINESS EXPERIENCE DURING THE PAST FIVE YEARS
Edward H. Lyman, 60 President President, AXA Rosenberg Group LLC, May 2002 to present;
7 Months; Chief Operating Officer, AXA Rosenberg Group LLC, January
Vice President 1999 to April 2002; Chief Executive Officer, AXA
7 Years Rosenberg Global Services LLC, January 1999 to April
2002; Executive Vice President, Barr
Rosenberg Investment Management, Inc. and General Counsel
to the Rosenberg Group of companies, 1990 to 1998.
Sara Donaldson, 44 Vice President U.S. Compliance Director, AXA Rosenberg Global Services
/Compliance LLC, January 2003 to present; Global Services
</Table>
32
<Page>
<Table>
Officer Coordinator and Paralegal, AXA Rosenberg Global Services
1 Year; LLC, January 1999 to January 2003; Paralegal, Barr
Clerk Rosenberg Investment Management, September 1997 to
5 Years December 1998.
Elizabeth Lawrence Vice President Senior Vice President, BISYS Fund Services, 2001 to
[AGE] 1 Year present; Vice President and Senior Manager, Client
Services and Operations, PFPC, Inc., 1999 to 2001;
Director of Client Services, PFPC, Inc., 1997 to 1999.
Thomas Mead, 55 Vice President Global Research Director, Barr Rosenberg Research Center
7 Months LLC, May 2002 to present; Deputy Director, Barr
Rosenberg Research Center LLC, January 1999 to April
2002; Director, Strategy Implementation, Rosenberg
Institutional Equity Management, January 1994 to
December 1998.
Heidi Khashabi Ridley, 34 Vice President Managing Director, AXA Rosenberg Mutual Funds, a
7 Months division of AXA Rosenberg Investment Management LLC,
January 2003 to present; Senior Vice President, Wells
Fargo Funds Management Group LLC, April 2001 to January
2003; Managing Director & Principal, Montgomery Asset
Management LLC, May 1992 to April 2001.
Richard L. Saalfeld, 60 Vice President Director, Business Development, AXA Rosenberg Investment
4 Months; Management, LLC, January 2003 to present; President and
President Chief Executive Officer, AXA Rosenberg Mutual Funds, a
4 Years division of AXA Rosenberg Investment Management LLC,
January 1999 to January 2003; President and Chief
Executive Officer of mutual fund unit of Rosenberg
Institutional Equity Management, June 1996 to December 1998.
Troy Sheets Chief Financial Vice President of Financial Services, BISYS Fund
[AGE] Officer Services, 2002 to present; Senior Manager, KPMG LLP, 1993
10 Months to 2002.
William R. Weibe Chief Legal Officer Chief Legal Counsel, AXA Rosenberg Global Services LLC,
[AGE] 5 Months September 1998 to present.
Ryan Louvar Clerk Counsel of Legal Services, BISYS Fund Services, 2000 to
[AGE] 10 Months present; Attorney, Hill, Farrer & Burrill LLP, 1999 to
2000; Attorney, Knapp Petersen & Clarke, PC, 1997 to 1999.
Alaina V. Metz Assistant Clerk Chief Administrative Officer, BISYS Fund Services, 1995
[AGE] 6 Years to present.
</Table>
INFORMATION CONCERNING INDEPENDENT ACCOUNTANTS
The Funds' independent accountant is PricewaterhouseCoopers LLP ("PwC").
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<Page>
PwC conducts an annual audit of the Funds' financial statements, assists in the
preparation of the Funds' federal and state income tax returns and the Trust's
filings with the Securities and Exchange Commission, and consults with the Trust
as to matters of accounting and federal and state income taxation. During the
Audit Committee's most recent consideration of whether to recommend PwC as
independent accountants for the Funds, the Audit Committee considered whether
the provision of any non-audit services to the Funds by PWC was compatible with
maintaining PwC's independence.
Representatives of PwC are not expected to be present at the meeting but have
been given an opportunity to make a statement if they so desire and will be
available should any matter arise requiring their presence.
AUDIT FEES - The aggregate fees billed for professional services rendered for
the audit of the Funds' annual financial statements for the most recent fiscal
year and the review of the financial statements included in the Funds' reports
to shareholders were $231,375.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES - The were no fees
billed by PwC for the most recent fiscal year for professional services rendered
for financial information systems design and implementation services provided to
the Funds, AXA Rosenberg or any entity that controls, is controlled by or is
under common control with AXA Rosenberg that provides services to the Funds.
ALL OTHER FEES - There were $733,374 in fees billed by PwC for the most recent
fiscal year for other services provided to the Funds, AXA Rosenberg and any
entity that controls, is controlled by or is under common control with AXA
Rosenberg that provides services to the Funds.
ABOUT THE TRUST
5% OWNERSHIP INFORMATION
To the knowledge of the Trust as of [November 4, 2003], the following persons
owned beneficially or of record more than 5% of the noted class of shares of the
noted Fund. [TO BE UPDATED]
The Funds have no knowledge as to whether the listed beneficial owner has the
right to acquire beneficial ownership of shares of any class of a Fund.
TRUSTEES AND EXECUTIVE OFFICERS OF THE TRUST
This table shows the number of shares of a Fund beneficially owned by each
Trustee and certain executive officers of the Trust as of [October 15,2003]. The
Trust has no knowledge as to whether any Trustee has the right to acquire
beneficial ownership of shares in a Fund. In cases where the amount owned of a
Fund is more than 1% of the Fund's assets, the percentage is noted. Unless
otherwise noted, each Trustee owns less than 1% of the outstanding shares of the
Fund. [TO BE UPDATED]
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<Page>
OTHER SERVICE PROVIDERS
Barr Rosenberg Funds Distributor, Inc. ("BRFD"), a wholly-owned subsidiary of
The BISYS Group, Inc., is the principal underwriter for the Funds. Its principal
offices are located at 3435 Stelzer Road, Columbus, Ohio 43219. If the proposals
are approved by shareholders, it is expected that Schwab will be engaged as
principal underwriter for the Funds in lieu of BRFD.
Pursuant to agreements dated January 1, 2003 that, if not renewed, will
expire by their terms on September 30, 2005, BISYS Fund Services Ohio, Inc.,
located at 3435 Stelzer Road, Columbus, Ohio, is the Funds' administrator,
transfer agent, dividend paying agent and fund accountant.
Custodial Trust Company, located at 101 Carnegie Center, Princeton, New
Jersey 08540, and State Street Bank And Trust Company, Mutual Funds Division,
located at Boston, Massachusetts 02102, serve as custodians for the Funds.
FUND TRANSACTIONS
During the fiscal year ended March 31, 2003, the Funds did not pay any brokerage
commissions to any affiliate of the Funds.
OTHER BUSINESS
As of the date of this proxy statement, the Trustees know of no business to come
before the meeting other than as set forth in the Notice of the Special Meeting.
However, if any other matters come properly before the meeting, it is their
intention that Proxies that do not contain specific restrictions to the contrary
will be voted on such matters in accordance with the judgment of the persons
named in the enclosed form of proxy.
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<Page>
EXHIBIT A
FORM OF MANAGEMENT AGREEMENT
BARR ROSENBERG SERIES TRUST
MANAGEMENT CONTRACT
Management Contract executed as of ________, 2003, between BARR
ROSENBERG SERIES TRUST, a Massachusetts business trust (the "Trust"), on behalf
of the Laudus Rosenberg _______________ Fund (the "Fund"), and CHARLES SCHWAB
INVESTMENT MANAGEMENT, INC., a Delaware corporation (the "Manager").
WITNESSETH:
That in consideration of the mutual covenants herein contained, it is
agreed as follows:
1. SERVICES TO BE RENDERED BY MANAGER TO THE TRUST.
(a) Subject always to the control of the trustees of the Trust (the
"Trustees") and to such policies as the Trustees may determine, the Manager
will, at its expense, (i) furnish continuously an investment program for the
Fund and will make investment decisions on behalf of the Fund and place all
orders for the purchase and sale of its portfolio securities, and (ii) furnish
all necessary office space and equipment, provide bookkeeping and clerical
services required to perform its duties in clause (i) above and pay all
salaries, fees and expenses of the Trustees and officers of the Trust who are
affiliated persons of the Manager. In the performance of its duties, the Manager
will comply with the provisions of the Second Amended and Restated Agreement and
Declaration of Trust and By-laws of the Trust, each as amended from time to
time, and the Fund's stated investment objectives, policies and restrictions.
(b) In the selection of brokers, dealers or futures commissions
merchants (collectively, "brokers") and the placing of orders for the purchase
and sale of portfolio investments for the Fund, the Manager shall seek to obtain
the most favorable price and execution available, except to the extent it may be
permitted to pay higher brokerage commissions for brokerage and research
services as described below. In using its best efforts to obtain for the Fund
the most favorable price and execution available, the Manager, bearing in mind
the Fund's best interests at all times, shall consider all factors it deems
relevant, including, by way of illustration, the price, the size of the
transaction, the nature of the market for the security, the amount of the
commission, the timing of the transaction taking into account market prices and
trends, the reputation, experience and financial stability of the broker
involved and the quality of service rendered by the broker in other
transactions. Subject to such policies as the Trustees may determine, the
Manager shall not be deemed to have acted unlawfully or to have breached any
duty created by this Contract or otherwise solely by reason of its having caused
the Trust to pay, on behalf of the Fund, a broker that provides brokerage and
research services to the Manager or any affiliated person of the Manager an
amount of commission for effecting a portfolio investment transaction in excess
of the amount of commission another broker would have charged for effecting that
transaction, if the Manager determines in good faith that such amount of
commission was reasonable in relation to the value of the brokerage and research
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<Page>
services provided by such broker, viewed in terms of either that particular
transaction or the Manager's overall responsibilities with respect to the Fund
and to other clients of the Manager and any affiliated person of the Manager as
to which the Manager or any affiliated person of the Manager exercises
investment discretion.
(c) Notwithstanding Section 1(a) above and subject to the provisions
of the Second Amended and Restated Agreement and Declaration of Trust of the
Trust and the Investment Company Act of 1940, as amended (the "1940 Act"), the
Manager, at its expense, may select and contract with an investment sub-adviser
(the "Subadviser") for the Fund to perform, subject to the supervision of the
Manager, some or all of the services for which it is responsible pursuant to
paragraphs (a) and (b) of this Section 1 (including, but not limited to, the
selection of brokers). The Manager will compensate the Subadviser for its
services to the Fund.
(d) The Manager shall not be obligated to pay any expenses of or for
the Trust or of or for the Fund not expressly assumed by the Manager pursuant to
this Section 1 other than as provided in Section 3.
2. OTHER AGREEMENTS, ETC.
It is understood that any of the shareholders, Trustees, officers and
employees of the Trust may be a shareholder, partner, director, officer or
employee of, or be otherwise interested in, the Manager, and in any person
controlling, controlled by or under common control with the Manager, and that
the Manager and any person controlling, controlled by or under common control
with the Manager may have an interest in the Trust. It is also understood that
the Manager and persons controlling, controlled by or under common control with
the manager have and may have advisory, management service, distribution or
other contracts with other organizations and persons, and may have other
interests and businesses.
3. COMPENSATION TO BE PAID BY THE TRUST TO THE MANAGER.
The Fund will pay to the Manager as compensation for the Manager's
services rendered, for the facilities furnished and for the expenses borne by
the Manager pursuant to Section 1, a fee, computed and paid monthly at the
annual rate (based on the number of days elapsed through the end of the month)
of [__]% of the Fund's net asset value as of the last business day of the month.
Such fee shall be payable for each month within five (5) business days after the
end of such month.
In the event that the expenses of the Fund exceed any expense
limitation which the Manager may, by written notice to the Trust, voluntarily
declare to be effective with respect to the Fund, subject to such terms and
conditions as the Manager may prescribe in such notice, the compensation due the
Manager shall be reduced, and, if necessary, the Manager shall bear the Fund's
expenses to the extent required by such expense limitation.
If the Manager shall serve for less than the whole of a month, the
foregoing compensation shall be prorated.
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<Page>
4. ASSIGNMENT TERMINATES THIS CONTRACT; AMENDMENTS OF THIS CONTRACT.
This Contract shall automatically terminate, without the payment of any
penalty, in the event of its assignment (as defined in the 1940 Act); and this
Contract shall not be materially amended unless such amendment is approved by
the affirmative vote of a majority of the outstanding shares of the Fund, and by
the vote, cast in person at a meeting called for the purpose of voting on such
approval, of a majority of the Trustees who are not interested persons of the
Trust or of the Manager.
5. EFFECTIVE PERIOD AND TERMINATION OF THIS CONTRACT.
This Contract shall continue in effect until ________, 2005 and
thereafter for successive annual periods, provided that such continuance is
specifically approved at least annually (a) by the affirmative vote of a
majority of the outstanding shares of the Fund or by the Trust's Board of
Trustees, and (b) by the vote of a majority of the Trust's trustees who are not
parties to this agreement or "interested persons" (as defined in the 1940 Act)
of any such party, cast in person at a meeting called for the purpose of voting
on such approval, or (c) as otherwise permitted by the 1940 Act or the rules and
regulations thereunder. This Contract may be terminated at any time by a vote of
a majority of the Fund's outstanding voting securities or by a vote of a
majority of the Trust's entire Board of Trustees on 60 days' written notice to
the Manager or by the Manager on 60 days' written notice to the Trust. Unless
terminated automatically as set forth in Section 4, this Agreement may only be
terminated in accordance with the provisions of this Section 5.
If the continuance of this Contract is submitted to the shareholders of
the Fund for their approval and such shareholders fail to approve such
continuance of this Contract as provided herein, the Manager may continue to
serve hereunder in a manner consistent with the 1940 Act and the rules and
regulations thereunder.
6. CERTAIN DEFINITIONS
For the purposes of this Contract, the "affirmative vote of a majority
of the outstanding shares" of the Fund means the affirmative vote, at a duly
called and held meeting of shareholders, (a) of the holders of 67% or more of
the shares of the Fund present (in person or by proxy) and entitled to vote at
such meeting, if the holders of more than 50% of the outstanding shares of the
Fund entitled to vote at such meeting are present in person or by proxy, or (b)
of the holders of more than 50% of the outstanding shares of the Fund entitled
to vote at such meeting, whichever is less.
For the purposes of this Contract, the terms "affiliated person,"
"control," "interested person" and "assignment" shall have their respective
meanings defined in the 1940 Act and the rules and regulations thereunder,
subject, however, to such exemptions as may be granted by the
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<Page>
Securities and Exchange Commission under said Act; the term "specifically
approve at least annually" shall be construed in a manner consistent with the
1940 Act and the rules and regulations thereunder; and the term "brokerage and
research services" shall have the meaning given in the 1934 Act and the rules
and regulations thereunder.
7. NONLIABILITY OF MANAGER.
In the absence of willful misfeasance, bad faith or gross negligence on
the part of the Manager, or reckless disregard of its obligations and duties
hereunder, the Manager shall not be subject to any liability to the Trust, to
the Fund or to any shareholder, officer, director or Trustee thereof, for any
act or omission in the course of, or connected with, rendering services
hereunder.
8. LIMITATION OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS.
A copy of the Second Amended and Restated Agreement and 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 as Trustees and not individually and that the obligations
of this instrument are not binding upon any of the Trustees or shareholders
individually but are binding only upon the assets and property of the Fund.
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<Page>
IN WITNESS WHEREOF, BARR ROSENBERG SERIES TRUST and SCHWAB INVESTMENT
MANAGEMENT, INC. have each caused this instrument to be signed in duplicate on
its behalf by its duly authorized representative, all as of the day and year
first above written.
BARR ROSENBERG SERIES TRUST
By
---------------------------------
Title:
CHARLES SCHWAB INVESTMENT MANAGEMENT, INC.
By
---------------------------------
Title:
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<Page>
EXHIBIT B
FORM OF SUBADVISER AGREEMENT
LAUDUS ROSENBERG _______________ FUND
SUBADVISER AGREEMENT
Subadviser Agreement executed as of _________, 2003 among CHARLES SCHWAB
INVESTMENT MANAGEMENT, INC., a Delaware corporation (the "Manager"), AXA
ROSENBERG INVESTMENT MANAGEMENT LLC, a Delaware limited liability company (the
"Subadviser") and BARR ROSENBERG SERIES TRUST, a Massachusetts business trust
(the "Trust").
WITNESSETH:
That in consideration of the mutual covenants herein contained, it is
agreed as follows:
1. SERVICES TO BE RENDERED BY SUBADVISER TO THE TRUST.
(a) Subject always to the control of the trustees of the Trust (the
"Trustees") and the supervision of the Manager, the Subadviser, at its expense,
will furnish continuously an investment program for the Laudus Rosenberg
_____________ Fund series of the Trust (the "Fund") and will make investment
decisions on behalf of the Fund and place all orders for the purchase and sale
of portfolio securities and all other investments, including exercising
discretion to select brokers and dealers to execute such transactions. For
avoidance of doubt, the Manager and the Trust hereby agree that the Manager
shall have no authority for the selection of brokers and/or the day-to-day
placing of orders in connection with the Fund, subject only to the Manager's
general supervisory obligations. In the performance of its duties, the
Subadviser (i) will comply with the provisions of the Trust's then-current
Declaration of Trust and By-laws, including any amendments thereto (upon receipt
of such amendments by the Subadviser), and the investment objectives, policies
and restrictions of the Fund as set forth in its then-current Prospectus and
Statement of Additional Information (copies of which will be supplied to the
Subadviser upon filing with the Securities and Exchange Commission) and (ii)
will comply with such investment guidelines as may be agreed upon from time to
time between the Trustees and the Subadviser. The Subadviser and the Manager
shall each make its officers and employees available to the other from time to
time at reasonable times to review investment policies of the Fund and to
consult with each other regarding the investment affairs of the Fund.
(b) The Subadviser, at its expense, will furnish (i) all necessary
investment and management facilities, including salaries of personnel, required
for it to execute its duties hereunder faithfully and (ii) administrative
facilities, including bookkeeping, clerical personnel and equipment necessary
for the efficient conduct of the investment affairs of the Fund, including
oversight of the pricing of the Fund's portfolio and reasonable assistance in
obtaining prices for portfolio securities (but excluding determination of net
asset value, shareholder accounting services and fund accounting services).
(c) In the selection of brokers, dealers or futures commissions merchants
(collectively, "brokers") and the placing of orders for the purchase and sale of
portfolio
41
<Page>
investments for the Fund, the Subadviser shall comply with such policies
established by the Trustees and communicated to the Subadviser in writing and
shall seek to obtain for the Fund the most favorable price and execution
available, except to the extent it may be permitted to pay higher brokerage
commissions for brokerage and research services as described below. In using its
best efforts to obtain for the Fund the most favorable price and execution
available, the Subadviser, bearing in mind the Fund's best interests at all
times, shall consider all factors it deems relevant, including, by way of
illustration, price, the size of the transaction, the nature of the market for
the security, the amount of the commission, the timing of the transaction taking
into account market prices and trends, the reputation, experience and financial
stability of the broker involved and the quality of service rendered by the
broker in other transactions. Subject to such policies as the Trustees may
determine and communicate to the Subadviser in writing, the Subadviser shall not
be deemed to have acted unlawfully or to have breached any duty created by this
Agreement or otherwise solely by reason of its having caused the Fund to pay a
broker that provides brokerage and research services to the Subadviser or any
affiliated person of the Subadviser an amount of commission for effecting a
portfolio investment transaction in excess of the amount of commission another
broker would have charged for effecting that transaction, if the Subadviser
determines in good faith that such amount of commission was reasonable in
relation to the value of the brokerage and research services provided by such
broker, viewed in terms of either that particular transaction or the
Subadviser's overall responsibilities with respect to the Fund and to other
clients of the Subadviser and any affiliated person of the Subadviser as to
which the Subadviser or any affiliated person of the Subadviser exercises
investment discretion.
(d) The Subadviser shall not be obligated to pay any expenses of or for
the Trust or of or for the Fund not expressly assumed by the Subadviser pursuant
to this Section 1.
(e) The Subadviser will keep and maintain all books and records with
respect to the Fund's assets and transactions required by paragraph (f) of Rule
31a-1 under the Investment Company Act of 1940, as amended (the "1940 Act").
Subadviser will use commercially reasonable efforts to furnish to the Manager
any such information relating to Subadviser's services under this Agreement
needed by Manager and the Fund to keep and maintain the other books and records
of the Fund required by Rule 31a-1 under the 1940 Act. Subadviser will use
commercially reasonable efforts to furnish to Manager any other information
relating to the Fund's assets that must be filed by the Fund with the SEC or
sent to shareholders under the 1940 Act, and any exemptive or other relief
granted by the SEC. Subadviser agrees that all records that it maintains on
behalf of the Fund are property of the Fund, and Subadviser will surrender
promptly to Fund any of such records upon the Fund's request and at the Fund's
expense; provided, however, Subadviser may retain copies of such records. In
addition, Subadviser will preserve for the periods prescribed by Rule 31a-2
under the 1940 Act any such records as are required to be maintained by it
pursuant to this Agreement, and will transfer said records to any successor
subadviser upon its termination as subadviser (or, if there is no successor
subadviser, to the Manager.)
42
<Page>
2. OTHER AGREEMENTS, ETC.
It is understood that any of the shareholders, Trustees, officers and
employees of the Trust may be a shareholder, partner, director, officer or
employee of, or be otherwise interested in, the Subadviser, and in any person
controlling, controlled by or under common control with the Subadviser, and that
the Subadviser and any person controlling, controlled by or under common control
with the Subadviser may have an interest in the Trust. It is also understood
that the Subadviser and persons controlling, controlled by or under common
control with the Subadviser have and may have advisory, management service,
distribution or other contracts with other organizations and persons, and may
have other interests and businesses.
3. COMPENSATION TO BE PAID BY THE MANAGER TO THE SUBADVISER.
The Manager will pay to the Subadviser as compensation for the Subadviser's
services rendered, for the facilities furnished and for the expenses borne by
the Subadviser pursuant to Section 1, a fee in accordance with Schedule A of
this Agreement.
4. AMENDMENTS OF THIS AGREEMENT
This Agreement shall not be amended except by a writing executed by each of
the parties hereto.
5. EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT.
This Agreement shall continue in effect until ________, 2005 and thereafter
for successive annual periods, provided that such continuance is specifically
approved at least annually (a) by the affirmative vote of a majority of the
outstanding shares of the Fund or by the Trust's Board of Trustees, and (b) by
the vote of a majority of the Trust's trustees who are not parties to this
agreement or "interested persons" (as defined in the 1940 Act) of any such
party, cast in person at a meeting called for the purpose of voting on such
approval, or (c) as otherwise permitted by the 1940 Act or the rules and
regulations thereunder. This Agreement may be terminated at any time by a vote
of a majority of the Fund's outstanding voting securities or by a vote of a
majority of the Trust's entire Board of Trustees on 60 days' written notice to
the Subadviser or by the Subadviser on 60 days' written notice to the Trust.
This Agreement shall terminate automatically in the event of its assignment (as
defined in the 1940 Act). This Agreement may only be terminated in accordance
with the provisions of this paragraph 5.
6. CERTAIN DEFINITIONS.
For the purposes of this Agreement, the "affirmative vote of a majority of
the outstanding shares" means the affirmative vote, at a duly called and held
meeting of shareholders, (a) of the holders of 67% or more of the shares of the
Fund present (in person or by proxy) and entitled to vote at such meeting, if
the holders of more than 50% of the outstanding shares of the Fund entitled to
vote at such meeting are present in person or by proxy, or (b) of the holders of
more than 50% of the outstanding shares of the Fund entitled to vote at such
meeting, whichever is less.
43
<Page>
For the purposes of this Agreement, the terms "affiliated person",
"control", "interested person" and "assignment" shall have their respective
meanings defined in the 1940 Act and the rules and regulations thereunder,
subject, however, to such exemptions as may be granted by the Securities and
Exchange Commission under the 1940 Act; the term "specifically approve at least
annually" shall be construed in a manner consistent with the 1940 Act and the
rules and regulations thereunder; and the term "brokerage and research services"
shall have the meaning given in the 1934 Act and the rules and regulations
thereunder.
7. USE OF NAMES.
The Subadviser owns the right to use the names "Rosenberg" and "AXA Rosenberg"
in connection with investment-related services or products, and such names may
be used by the Trust, the Manager and the Fund only with the consent of the
Subadviser. The Subadviser consents to the use by the Trust and the Manager of
the names "Rosenberg" in the name of the Fund and "AXA Rosenberg" in any
materials prepared in connection with the Fund, but only for so long as (i) this
agreement shall remain in full force (except that the Manager and the Fund shall
be permitted to use such names in reference to the Fund's former name and the
Subadviser's former role as subadvisor for a reasonable transition period of not
less than six months nor more than twelve months after the termination of this
Agreement and for periods thereafter as may be required for disclosure in a
regulatory filing, subject in each case to the Subadviser's prior approval,
which shall not be unreasonably withheld), and (ii) each of the Trust and
Manager shall fully perform, fulfill and comply with all provisions of this
agreement expressed herein to be performed, fulfilled or complied with by it. No
such name shall be used by the Trust or the Manager at any time or in any place
or for any purposes or under any conditions except as provided in this section.
The foregoing limited authorization by the Subadviser to the Trust and Manager
to use the names "Rosenberg" and/or "AXA Rosenberg" is not exclusive of the
right of the Subadviser itself to use, or to authorize others to use, said
names; the Trust and Manager acknowledge and agree that as among the Subadviser,
the Trust and the Manager, the Subadviser has the exclusive right to use, or to
authorize others to use, said names; and the Trust and Manager agree, on behalf
of the Fund, to take such action as may reasonably be requested by the
Subadviser to give full effect to the provisions of this section (including,
without limitation, consenting to such use of said names). Without limiting the
generality of the foregoing, the Trust and Manager agree that, upon any
termination of this agreement or upon the violation of any of its provisions by
the Trust or Manager, each of the Trust and Manager will use its best efforts to
change the name of the Trust and Fund so as to eliminate all reference, if any,
to the names "Rosenberg" and "AXA Rosenberg" and will not thereafter transact
any business in a name containing the name "Rosenberg" or "AXA Rosenberg" in any
form or combination whatsoever, or designate itself as the same entity as or
successor to an entity of such name, or otherwise use the name "Rosenberg" or
"AXA Rosenberg" or any other reference to the Subadviser, except as provided in
this section. Such covenants on the part of the Trust and Manager shall be
binding upon them, their trustees, directors, officers, stockholders, creditors
and all other persons claiming under or through it and shall survive the
termination of this Agreement.
44
<Page>
8. NONLIABILITY OF SUBADVISER.
In the absence of willful misfeasance, bad faith or gross negligence on the
part of the Subadviser, or reckless disregard of its obligations and duties
hereunder, the Subadviser shall not be subject to any liability to the Manager,
to the Trust, to the Fund, or to any shareholder, officer, director or Trustee
thereof, for any act or omission in the course of, or connected with, rendering
services hereunder.
9. EXERCISE OF VOTING RIGHTS.
Except with the agreement or on the specific instructions of the Trustees
or the Manager, the Subadviser shall exercise or procure the exercise of any
voting right attaching to investments of the Fund.
10. NOTICES.
All notices, requests and consents shall be in writing and shall be
personally delivered or mailed by registered mail, postage prepaid, to the other
party at such address as may be furnished in writing by such party.
11. LIMITATION OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS.
A copy of the Second Amended and Restated Agreement and 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 as Trustees and not individually and that the obligations
of this instrument are not binding upon any of the Trustees or shareholders
individually but are binding only upon the assets and property of the Fund.
45
<Page>
IN WITNESS WHEREOF, CHARLES SCHWAB INVESTMENT MANAGEMENT, INC., AXA
ROSENBERG INVESTMENT MANAGEMENT LLC and BARR ROSENBERG SERIES TRUST have each
caused this instrument to be signed in duplicate on its behalf by its duly
authorized representative, all as of the day and year first above written.
CHARLES SCHWAB INVESTMENT MANAGEMENT, INC.
By:
----------------------------
Title:
AXA ROSENBERG INVESTMENT MANAGEMENT LLC
By:
----------------------------
Title:
BARR ROSENBERG SERIES TRUST
By:
----------------------------
Title:
46
<Page>
SCHEDULE A - FEES
(ALL FUNDS OTHER THAN THE AXA ROSENBERG U.S. SMALL CAPITALIZATION FUND)
[The Manager will pay to the Subadviser as compensation for the services
rendered, the facilities furnished and the expenses borne by the Subadviser
pursuant to Section 1, in arrears for each calendar quarter, a fee, equal to
(1) the Sub-Advisory Base Fee (as defined below), plus or minus (2) the
Performance Adjustment (as defined below), if any.
1. The Sub-Advisory Base Fee shall be computed in arrears, with respect to any
calendar quarter, by multiplying each Quarterly Sub-Advisory Base Rate (as
defined below) for such quarter by the applicable tranche (as described below)
of the average daily net assets of the Fund over such quarter, and adding the
products thereof. Each Quarterly Sub-Advisory Base Rate for a particular quarter
shall equal the respective Annual Sub-Advisory Base Rate for such quarter
divided by four. The Annual Sub-Advisory Base Rates for any particular calendar
quarter shall equal (i) with respect to the Initial Tranche (as defined in
paragraph 2) of average daily net assets of the Fund, [45% of the gross annual
investment advisory rate payable to the Manager by the Fund (the "Investment
Advisory Contractual Rate") under the Management Agreement between the Manager
and the Fund]; (ii) with respect to the Second Tranche (as defined in paragraph
2) of average daily net assets of the Fund, [40% of the Investment Advisory
Contractual Rate]; and (iii) with respect to the Third Tranche (as defined in
paragraph 2) of average daily net assets of the Fund, [30% of the Investment
Advisory Contractual Rate]. The Sub-Advisory Base Fee for a partial quarter (if
this Agreement becomes effective or is terminated on other than the first or the
last day of a calendar quarter, respectively) shall be based on the average
daily net assets of the Fund over, and shall be prorated based on the number of
days in, such partial quarter.
2. The Initial Tranche of average daily net assets shall consist of all assets
up to [Fund assets as of closing date(1)], and notwithstanding any other
provision of this Schedule A, if, for any given quarter, the Fund's assets do
not exceed [Fund assets as of closing date], all of its average daily net
assets shall be in the Initial Tranche. If, and only if, the Fund's average
daily net assets over a quarter exceed [Fund assets as of closing date], the
Second Tranche of average daily net assets shall equal the Fund's PRO RATA
portion of the aggregate average daily net assets of all Funds sub-advised by
the Subadviser as of the closing date other than the AXA Rosenberg U.S. Small
Capitalization Fund (the "Existing Funds") that exceed [aggregate assets of
Existing Funds as of closing date] but do not exceed $2.5 billion (such
proration to be proportional to the relative excesses, if any for any
particular Fund, of the Existing Funds' average daily net assets for such
quarter over their respective assets as of the closing date (as set forth on
Schedule B to this Agreement)); provided, however, that if the assets as of
the closing date of any Existing Fund (as set forth on Schedule B) exceed
such Fund's average daily net assets over the relevant quarter, the amount of
such excess (the "Second Tranche Excess") shall be allocated PRO RATA
- --------
(1) References in this Schedule A to the assets of any one or more Funds as of
the closing date shall not include any assets over which the Sub-Adviser or its
affiliates have investment discretion (other than by virtue of Sub-Adviser's
position as investment adviser or sub-investment advisor to the relevant Fund)
that are redeemed out of the applicable Fund(s) within 90 days of the closing
date.
47
<Page>
first among all other Existing Funds, including the Fund if applicable, that
have assets in excess of their respective assets as of the closing date (as set
forth on Schedule B)[, and, if such excess assets of the Existing Funds are
insufficient to permit full allocation of the Second Tranche Excess, the
remaining Second Tranche Excess shall be allocated PRO RATA among all Funds, if
any, sub-advised by the Subadviser that are not Existing Funds]; and provided
further that neither the Fund nor any other Existing Fund shall receive any
allocation of the Second Tranche Excess if its average daily net assets over the
quarter do not exceed [Fund assets as of closing date] (for the Fund) or such
Existing Fund's respective assets as of the closing date (as set forth on
Schedule B). Any portion of Second Tranche Excess allocated to the Fund for a
particular quarter shall be considered part of the Initial Tranche, as described
above, for purposes of calculating the Sub-Advisory Base Fee for such quarter.
If, and only if, the Fund's average daily net assets over a quarter exceed [Fund
assets as of closing date], the Third Tranche of average daily net assets shall
equal the Fund's PRO RATA portion of the aggregate average daily net assets of
the Existing Funds in excess of $2.5 billion (such proration to be proportional
to the average daily net assets for such quarter of those Existing Funds whose
average daily net assets exceed their respective assets as of the closing date
(as set forth on Schedule B)).
Example of Second Tranche Excess Allocation:
- -------------------------------------------
Assume three Funds with assets under management as of the closing date as
follows:
<Table>
<Caption>
Fund A Fund B Fund C Total
------ ------ ------ -----
$200 million $300 million $500 million $1 billion
</Table>
Assume further average daily net assets over a quarter as follows:
<Table>
<Caption>
Fund A Fund B Fund C Total
------ ------ ------ -----
$300 million $100 million $900 million $1.3 billion
</Table>
In this example, all of Fund B's average daily net assets over the quarter would
be in its Initial Tranche because they fall short of its assets under management
as of the closing date. The difference between Fund B's assets as of the closing
and its average daily net assets over the quarter ($200 million) constitutes
Second Tranche Excess, which would be allocated between Fund A and Fund C (each
of which has average daily net assets over the quarter that exceed its
respective assets under management as of the closing date) PRO RATA according to
the amount of such excesses. The excesses equal, for Fund A, $300 - $200 million
= $100 million, and for Fund C, $900 million - $500 million = $400 million, so
the $200 million shortfall from Fund B would be allocated according to a 1:4
ratio between Fund A and Fund C, respectively, or $40 million to Fund A and $160
million to Fund C. Accordingly, $240 million of Fund A and $660 million of Fund
C, together with Fund B's $100 million, or a total of $1 billion, would be
Initial
48
<Page>
Tranche assets. The remaining $60 million of Fund A and $240 million of Fund C,
or a total of $300 million, would be in the Second Tranche of those Funds.
3. The Sub-Advisory Base Fee shall be subject to upward adjustment for each
quarter in calendar year 2008 if, (a) as of 4:00 p.m. Eastern time on the last
business day of 2007, the aggregate assets under management for all Paragon
Funds sub-advised by the Subadviser (excluding assets of the AXA Rosenberg U.S.
Small Capitalization Fund ("Small Cap Fund Assets")) do not exceed
$2,025,000,000, and (b) the S&P 500 Index is above 1000. Such upward adjustment
shall equal the product of (a) [5% of the Investment Advisory Contractual Rate],
and (b) the average daily net assets of the Fund over such quarter. The
Sub-Advisory Base Fee shall also be subject to upward adjustment for each
quarter in calendar year 2009 if, (a) as of 4:00 p.m. Eastern time on the last
business day of 2008, the aggregate assets under management for all Paragon
Funds sub-advised by the Subadviser (excluding the Small Cap Fund Assets) do not
exceed $2,777,777,777.50, and (b) the S&P 500 Index is above 1000. Such upward
adjustment shall equal the product of (a) [5% of the Investment Advisory
Contractual Rate], and (b) the average daily net assets of the Fund over such
quarter. The Sub-Advisory Base Fee shall also be subject to upward adjustment
for each quarter of each calendar year beginning with 2010 if, (a) as of 4:00
p.m. Eastern time on the last business day of the previous calendar year, the
aggregate assets under management for all Paragon Funds sub-advised by the
Subadviser (excluding the Small Cap Fund Assets) do not exceed 50% of the
aggregate assets under management target for such year for such Funds
established from time to time in the manner as may be agreed upon by Manager and
Subadviser (provided always that such aggregate target amount shall not be less
than $4,050,000,000), and (b) the S&P 500 Index is above 1000. Such upward
adjustment shall equal the product of (a) [5% of the Investment Advisory
Contractual Rate], and (b) the average daily net assets of the Fund over such
quarter.
4. The Performance Adjustment, if any, for any particular calendar quarter shall
also be calculated in arrears and shall be equal to the product of (a) the
Adjustment Rate (as defined below), (b) [the Investment Advisory Contractual
Rate divided by four], and (c) the average daily net assets of the Fund over
such quarter. The Adjustment Rate shall equal the product of (x) the Adjustment
Factor (as defined below), and (y) (i) the Performance Difference for such
quarter, (ii) (A) minus [100 bps for Group A Funds, 200 bps for Group B Funds,
250 bps for Group C Funds-- i.e., the top of the null zone], if such Performance
Difference is positive, or (B) plus [100 bps for Group A Funds, 200 bps for
Group B Funds, 250 bps for Group C Funds], if such Performance Difference is
negative; provided, however, that the Adjustment Rate shall equal zero (and
accordingly there shall be no Performance Adjustment) in the event that the
Performance Difference is neither greater than [1%, 2%, 2.5% ] nor less than
negative [1%, 2%, 2.5%]; and provided further that the Adjustment Rate shall be
neither greater than positive 5% nor less than negative 5%. For purposes of the
foregoing, the Adjustment Factor shall be equal to [5 for Group A Funds, 2.5 for
Group B Funds, 2 for Group C Funds]; the term "Performance Difference" for any
particular quarter shall mean the difference between the Fund's Investment
Performance (as defined below) for the Rolling Period (as defined below) ending
on the last day of the quarter, and the Record (as defined below) of [the
relevant benchmark] for the same rolling period; the term "Investment
Performance" shall mean the daily-compounded rate of return, reflecting all
income, dividends and capital actions as of the date occurring or earned by the
Fund, net of all expenses of the Fund, expressed as a percentage; the term
"Record" shall
49
<Page>
mean the total return of [the relevant index], expressed as a percentage; and
the term "Rolling Period" shall mean a period consisting of twelve calendar
quarters, [or such shorter period as has elapsed since [closing date],] with
the most recent quarter substituted for the earliest such quarter as time
passes[, but in no event shall the "rolling period" be less than four calendar
quarters].]
50
<Page>
EXHIBIT C
FUND BENCHMARK
AXA Rosenberg European Fund MSCI Europe Index
AXA Rosenberg Global Long/Short Equity Fund 90 Day T-Bill
AXA Rosenberg International Equity Fund MSCI EAFE Index
AXA Rosenberg International Small Nomura Global Small Cap Index
Capitalization Fund
AXA Rosenberg U.S. Large/Mid Capitalization 90 Day T-Bill
Long/Short Equity Fund
AXA Rosenberg U.S. Discovery Fund Russell 2500 Index
AXA Rosenberg U.S. Large Capitalization Fund Russell 1000 Index
AXA Rosenberg U.S. Long/Short Equity Fund 90 Day T-Bill
AXA Rosenberg U.S. Small Capitalization Fund Russell 2000 Index
AXA Rosenberg Value Long/Short Equity Fund 90 Day T-Bill
TOTAL ASSETS UNDER MANAGEMENT TARGETS (IN MILLIONS)
<Table>
<Caption>
2003 2004 2005 2006 2007 2008
- ----------------------------------------------------------------------------------------------------------------
End of Period AUM $ 1,199 $ 1,589 $ 2,149 $ 2,884 $ 4,050 $ 5,550
Average AUM $ 1,394 $ 1,869 $ 2,516 $ 3,467 $ 4,800
</Table>
51
<Page>
[FUND NAME PRINTS HERE]
[DATE]
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF BARR ROSENBERG SERIES TRUST
The undersigned hereby appoint(s) [INSERT NAME OF PROXY] and
[INSERT NAME OF PROXY], and each of them (with full power of substitution),
the proxies of the undersigned to attend the Special Meeting of Shareholders
to be held on [January 28, 2004] (the "Special Meeting"), at the offices of
Charles Schwab & Co., 101 Montgomery Street, San Francisco, California, at
[INSERT TIME OF MEETING] and any adjournments thereof, to vote all of the
shares of the [FUND NAME PRINTS HERE] that the signer(s) would be entitled
to vote at the Special Meeting and on any matter incident to the conduct of
the Special Meeting, all as set forth in the Notice of Special Meeting of
Shareholders and Proxy Statement of the Board of Trustees. Said proxies are
directed to vote or refrain from voting pursuant to the Proxy Statement as
indicated upon the matter set forth below.
This Proxy when properly executed will be voted in the manner directed herein
by the undersigned Shareholder. If you sign without otherwise indicating a
vote on any of the proposals, this Proxy will be voted for each proposal set
forth below. If no indication is made with respect to a proposal, this Proxy
will be voted as recommended by the Board of Trustees for such proposal. As
to any other matter, the shares will be voted by said proxies in accordance
with their judgment. The undersigned
<Page>
acknowledges receipt with this Proxy of a copy of the Notice of Special Meeting
of Shareholders and the Proxy Statement of the Board of Trustees, and revokes
any proxy heretofore given with respect to the votes covered by this Proxy.
TO VOTE BY TELEPHONE:
1) Read the Proxy Statement and have the Proxy card below at hand.
2) Call [INSERT PHONE NUMBER OF PROXY SOLICITOR].
3) Enter the 12-digit control number set forth on the Proxy card and follow the
simple instructions.
TO VOTE BY INTERNET:
1) Read the Proxy Statement and have the Proxy card below at hand.
2) Go to website www.proxyvote.com.
3) Enter the 12-digit control number set forth on the Proxy card and follow the
simple instructions.
UNLESS VOTING BY TELEPHONE OR INTERNET, PLEASE COMPLETE, SIGN, DATE AND RETURN
THIS PROXY STATEMENT PROMPTLY USING THE ENCLOSED ENVELOPE.
NO POSTAGE IS NECESSARY IF MAILED IN THE UNITED STATES.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: /X/
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING PROPOSALS.
KEEP THIS PORTION FOR YOUR RECORDS
1. Vote to elect all nominees for trustee of the Trust.
For Withhold
/ / / /
Stop here unless you would like to vote separately for each nominee for
trustee of the Trust.
<Page>
To vote to elect Mariann Byerwalter as an Independent Trustee.
For Withhold
/ / / /
To vote to elect William A. Hasler as an Independent Trustee.
For Withhold
/ / / /
To vote to elect Jeffrey M. Lyons as an Interested Trustee.
For Withhold
/ / / /
2. Vote to approve a Management Agreement between Charles Schawb
Investment Management, Inc. ("CSIM") and the Trust on behalf of
the [FUND NAME PRINTS HERE].
For Against Abstain
/ / / / / /
3. Vote to approve a Subadviser Agreement among CSIM, AXA
Rosenberg Investment Management LLC and the Trust on
behalf of the [FUND NAME PRINTS HERE].
For Against Abstain
/ / / / / /
Please print and sign your name in the space provided to authorize the voting of
your shares as indicated and return promptly. When signing on behalf of a
corporation, partnership, estate, trust or in any other representative capacity,
please sign your name and title. For joint accounts, each joint owner must sign.
- ------------------------ --------------------
Signature [PLEASE SIGN WITHIN BOX] Date
<Page>
- ---------------------------------
Print Name
- --------------------------------- -------------------------------
Signature [Joint Owners] Date
- ---------------------------------
Print Name
PLEASE COMPLETE, SIGN, DATE, AND RETURN THIS PROXY PROMPTLY
USING THE ENCLOSED ENVELOPE.
NO POSTAGE IS NECESSARY IF MAILED IN THE UNITED STATES.