485BPOS

      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 19, 2001


                           REGISTRATION NO. 333-56676


                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                            -------------------------

                                    FORM N-14


       | |PRE-EFFECTIVE AMENDMENT NO.    |X| POST-EFFECTIVE AMENDMENT NO. 1


             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                            -------------------------

                          BARR ROSENBERG SERIES TRUST*
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

                                  800-447-3332

                        (AREA CODE AND TELEPHONE NUMBER)

                  3435 STELZER ROAD, COLUMBUS, OHIO 43219-8021
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                            -------------------------
                              EDWARD H. LYMAN, ESQ.
                    AXA ROSENBERG INVESTMENT MANAGEMENT, LLC
                           FOUR ORINDA WAY, BUILDING E
                             ORINDA CALIFORNIA 94563

                    (NAME AND ADDRESS OF AGENTS FOR SERVICE)

                            -------------------------



*On behalf of its AXA Rosenberg Value Market Neutral Fund.


This Amendment to the Registration Statement on Form N-14 of Barr Rosenberg
Series Trust, filed with the Commission on March 7, 2001 (1933 Act
Registration No. 333-56676) (the "Registration Statement"), is being filed
solely to add Exhibit 12 to the Registration Statement. No other information in
the Registration Statement, which is incorporated herein by reference in its
entirety, is amended, deleted or superseded hereby.
4

                            PART C. OTHER INFORMATION

ITEM 15     INDEMNIFICATION

Article VIII of the Registrant's Second Amended and Restated Agreement and
Declaration of Trust, as amended, reads as follows (referring to the Registrant
as the "Trust"):

     ARTICLE VIII

     Indemnification

     SECTION 1. TRUSTEES, OFFICERS, ETC. The Trust shall indemnify each of its
Trustees and officers (including persons who serve at the Trust's request as
directors, officers or trustees of another organization in which the Trust has
any interest as a shareholder, creditor or otherwise) (hereinafter referred to
as a "Covered Person") against all liabilities and expenses, including but not
limited to amounts paid in satisfaction of judgments, in compromise or as fines
and penalties, and counsel fees reasonably incurred by any Covered Person in
connection with the defense or disposition of any action, suit or other
proceeding, whether civil or criminal, before any court or administrative or
legislative body, in which such Covered Person may be or may have been involved
as a party or otherwise or with which such Covered Person may be or may have
been threatened, while in office or thereafter, by reason of being or having
been such a Covered Person except with respect to any matter as to which such
Covered person shall have been finally adjudicated in any such action, suit or
other proceeding to be liable to the Trust or its Shareholders by reason of
willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of such Covered Person's office. Expenses,
including counsel fees so incurred by any such Covered Person (but excluding
amounts paid in satisfaction of judgments, in compromise or as fines or
penalties), shall be paid from time to time by the Trust in advance of the final
disposition of any such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such Covered Person to repay amounts so paid to
the Trust if it is ultimately determined that indemnification of such expenses
is not authorized under this Article, provided, however, that either (a) such
Covered Person shall have provided appropriate security for such undertaking,(b)
the Trust shall be insured against losses arising from any such advance payments
or (c) either a majority of the disinterested Trustees acting on the matter
(provided that a majority of the disinterested Trustees then in office act on
the matter), or independent legal counsel in a written opinion, shall have
determined, based upon a review of readily available facts (as opposed to a full
trial type inquiry) that there is reason to believe that such Covered Person
will be found entitled to indemnification under this Article.

     SECTION 2. COMPROMISE PAYMENT. As to any matter disposed of (whether by a
compromise payment, pursuant to a consent decree or otherwise) without an
adjudication by a court, or by any other body before which the proceeding was
brought, that such Covered Person is liable to the Trust or its Shareholders by
reason of willful misfeasance, bad faith, gross negligence or reckless disregard
of the duties involved in the conduct of his or her office, indemnification
shall be provided if (a) approved, after notice that it involves such
indemnification, by at least a majority of the disinterested Trustees acting on
the matter provided that a majority of the disinterested Trustees then in office
act on the matter) upon a determination, based upon a review of readily
available fact (as opposed to a full trial type inquiry) that such Covered
Person is not liable to the Trust or its Shareholders by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his or her office, or (b) there has been obtained an
opinion in writing of independent legal counsel, based upon a review of readily
available facts (as opposed to a full trial type inquiry) to the effect that
such indemnification would not protect such Person against any liability to the
Trust to which he would otherwise be subject by reason of willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties involved in the
conduct of his office. Any approval pursuant to this Section



shall not prevent the recovery from any Covered Person of any amount paid to
such Covered Person in accordance with this Section as indemnification if such
Covered Person is subsequently adjudicated by a court of competent jurisdiction
to have been liable to the Trust or its Shareholders by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of such Covered Person's office.

     SECTION 3. INDEMNIFICATION NOT EXCLUSIVE. The right of indemnification
hereby provided shall not be exclusive of or affect any other rights to which
such Covered Person may be entitled. As used in this Article VIII, the term
"Covered Person" shall include such person's heirs, executors and administrators
and a "disinterested Trustee" is a Trustee who is not an "interested person" of
the Trust as defined in Section 2(a)(19) of the Investment Company Act of
1940,as amended, (or who has been exempted from being an "interested person" by
any rule, regulation or order of the Commission ) and against whom none of such
actions, suits or other proceedings or another action, suit or other proceeding
on the same or similar grounds is then or has been pending. Nothing contained in
this Article shall affect any rights to indemnification to which personnel of
the Trust, other than Trustees or officers, and other persons may be entitled by
contract or otherwise under law, nor the power of the Trust to purchase and
maintain liability insurance on behalf of any such person; provided,
however,that the Trust shall not purchase or maintain any such liability
insurance in contravention of applicable law, including without limitation the
1940 Act.

     SECTION 4. SHAREHOLDERS. In case any Shareholder or former Shareholder
shall be held to be personally liable solely by reason of his or her being or
having been a Shareholder and not because of his or her acts or omissions or for
some other reason, the Shareholder or former Shareholder (or his or her
heirs,executors, administrators or other legal representatives or in the case of
a corporation or other entity, its corporate or other general successor) shall
be entitled to be held harmless from and indemnified against all loss and
expense arising from such liability, but only out of the assets of the
particular series of Shares of which he or she is or was a Shareholder.



ITEM 16     EXHIBITS.


The number of each exhibit relates to the exhibit designation in Form N-14.

(a)  (1)  Second Amended and Restated Agreement and Declaration of Trust of the
          Registrant - incorporated by reference to Post-Effective Amendment No.
          19 to the Registration Statement filed on July 29, 1998;

     (2)  Amendment No. 1 to Second Amended and Restated Agreement and
          Declaration of Trust of the Registrant -- incorporated by reference to
          Post-Effective Amendment No. 19 to the Registration Statement filed on
          July 29, 1998;

     (3)  Amendment No. 2 to Second Amended and Restated Agreement and
          Declaration of Trust of the Registrant - incorporated by reference to
          Post-Effective Amendment No. 24 to the Registration Statement filed on
          May 28, 1999;

     (4)  Amendment No. 3 to the Second Amended and Restated Agreement and
          Declaration of Trust of the Registrant - incorporated by reference to
          Post-Effective Amendment No. 33 to the Registration Statement filed on
          July 28, 2000;

(b)  By-Laws of the Registrant -- incorporated by reference to Post-Effective
     Amendment No. 17 to the Registration Statement filed on December 9,
     1997;

(c)  None.

4.   Form of Agreement and Plan of Reorganization - incorporated by reference to
     the Trust's Registration Statement on Form N-14 filed on March 7, 2001.

5.   None.

6.   Management Contract between the Registrant on behalf of its AXA Rosenberg
     Value Market Neutral Fund and AXA Rosenberg Investment Management LLC --
     incorporated by reference to Post-Effective Amendment No. 31 to the
     Registration Statement filed on May 1, 2000.

7.   Further Amended and Restated Distributor's Contract between the
     Registrant and Barr Rosenberg Funds Distributor, Inc., -- incorporated
     by reference to Post-Effective Amendment No. 35 to the Registration
     Statement filed on December 4, 2000.

8.   None.



9.   (a)  Custody Agreement between the Registrant and Custodial Trust Company--
          incorporated by reference to Post-Effective Amendment No. 19 to the
          Registration Statement filed on July 29, 1998;

     (b)  Schedule of remuneration to Custody Agreement between the Registrant
          and Custodial Trust Company - incorporated by reference to
          Post-Effective Amendment No. 18 to the Registration Statement filed on
          May 29, 1998.

10.  Further Amended and Restated Multi-Class Plan - incorporated by
     reference to Post-Effective Amendment No. 35 to the Registration
     Statement filed on December 4, 2000.

11.  Opinion and Consent of Ropes & Gray- incorporated by reference to the
     Trust's Registration Statement on Form N-14 filed on March 7, 2001.

12.  Opinion and Consent of Ropes & Gray - filed herewith.

13.  (a)  Transfer Agency Agreement between the Registrant and BISYS Fund
          Services Ohio, Inc. -- incorporated by reference to Post-Effective
          Amendment No. 35 to the Registration Statement filed on December 4,
          2000;

     (b)  Expense Limitation Agreement between AXA Rosenberg Investment
          Management LLC and the Registrant on behalf of the Fund-- incorporated
          by reference to Post-Effective Amendment No. 35 to the Registration
          Statement filed on December 4, 2000;

     (c)  Administration Agreement between the Registrant and BISYS Fund
          Services Ohio, Inc. -- incorporated by reference to Post-Effective
          Amendment No. 35 to the Registration Statement filed on December 4,
          2000;

     (d)  Fund Accounting Agreement between the Registrant and BISYS Fund
          Services Ohio, Inc. -- incorporated by reference to Post-Effective
          Amendment No. 35 to the Registration Statement filed on December 4,
          2000.

14.  Consent of PricewaterhouseCoopers LLP - incorporated by reference to the
     Trust's Registration Statement on Form N-14 filed on March 7, 2001.

15.  None.

16.  (a)  Power of Attorney for William F. Sharpe - incorporated by reference to
          the Trust's Registration Statement on Form N-14 filed on March 7,
          2001;

     (b)  Power of Attorney for Nils H. Hakansson - incorporated by reference to
          the Trust's Registration Statement on Form N-14 filed on March 7,
          2001;


     (c)  Power of Attorney for Dwight M. Jaffee -- incorporated by reference to
          Post-Effective Amendment No. 24 to the Registration Statement filed on
          May 28, 1999;

     (d)  Power of Attorney for Po-Len Hew -- Incorporated by reference to the
          Trust's Registration Statement on Form N-14 filed on March 7, 2001.

ITEM 17     UNDERTAKINGS

     1.   The undersigned Registrant agrees that prior to any public reoffering
          of the securities registered through the use of a prospectus which is
          a part of this Registration Statement by any person or party who is
          deemed to be an underwriter within the meaning of Rule 145(c) under
          the Securities Act of 1933, the reoffering prospectus will contain the
          information called for by the applicable registration form for the
          reofferings by persons who may be deemed underwriters, in addition to
          the information called for by the other items of the applicable form.

     2.   The undersigned Registrant agrees that every prospectus that is filed
          under paragraph (a) above will be filed as a part of an amendment to
          this Registration Statement and will not be used until the amendment
          is effective, and that, in determining any liability under the
          Securities Act of 1933, each post-effective amendment shall be deemed
          to be a new Registration Statement for the securities offered therein,
          and the offering of the securities at that time shall be deemed to be
          the initial bona fide offering of them.



                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Post-Effective Amendment No. 1 to its Registration
Statement on Form N-14 to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Orinda in the State of California on the 19th day
of June, 2001.

                                    BARR ROSENBERG SERIES TRUST

                                    By: /s/ Richard L. Saalfeld
                                       ------------------------
                                       Richard L. Saalfeld
                                       President


     Pursuant to the Requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 has been signed below by the following persons in
the capacities indicated and on the 19th day of June, 2001.




      SIGNATURE                         TITLE                    DATE

RICHARD L. SAALFELD               President (Principal      June 19, 2001
- -------------------               Executive Officer)
Richard L. Saalfeld


KENNETH REID
- -------------------               Trustee                   June 19, 2001
Kenneth Reid


Po-Len Hew*                       Treasurer (Principal      June 19, 2001
                                  Accounting and
                                  Financial Officer)


William F. Sharpe*                Trustee                   June 19, 2001


Nils H. Hakansson*                Trustee                   June 19, 2001


Dwight M. Jaffee*                 Trustee                   June 19, 2001

*By: KENNETH REID
     Kenneth Reid
     Attorney-in-Fact

Date: June 19, 2001



                                  EXHIBIT LIST


EXHIBIT NO.                     EXHIBIT NAME

12                              Opinion of Ropes & Gray

EX-12

                                                                      EXHIBIT 12



                                 April 27, 2001


Barr Rosenberg VIT Market Neutral Fund
Barr Rosenberg Variable Insurance Trust
3435 Stelzer Road
Columbus, OH 43219-8021

AXA Rosenberg Value Market Neutral Fund
Barr Rosenberg Series Trust
3435 Stelzer Road
Columbus, OH 43219-8021

Ladies and Gentlemen:

     We have acted as counsel in connection with the Agreement and Plan of
Reorganization (the "Agreement"), in the form attached as Appendix A to the
Prospectus/Information Statement filed March 7, 2001 (the
"Prospectus/Information Statement"), between Barr Rosenberg Variable Insurance
Trust, a Massachusetts business trust, on behalf of one of its series, Barr
Rosenberg VIT Market Neutral Fund ("Target Fund"), and Barr Rosenberg Series
Trust, on behalf of one of its series, AXA Rosenberg Value Market Neutral Fund
("Acquiring Fund"). The Agreement describes a proposed transaction (the
"Transaction"), which is to take place on or about April 27, 2001, or at any
other date as may be decided by the parties (the "Closing Date"), pursuant to
which Acquiring Fund will acquire substantially all of the assets of Target Fund
in exchange for shares of Acquiring Fund (the "Merger Shares") and the
assumption by Acquiring Fund of all of the liabilities of Target Fund, following
which the Merger Shares received by Target Fund will be distributed by Target
Fund to its shareholders in liquidation and termination of Target Fund. This
opinion as to certain federal income tax consequences of the Transaction is
furnished to you pursuant to Sections 8(g) and 9(f) of the Agreement.
Capitalized terms not defined herein are used herein as defined in the
Agreement.

     Target Fund is a series of the Barr Rosenberg Variable Insurance Trust,
which is registered under the Investment Company Act of 1940, as amended (the
"1940 Act"), as an open-end diversified management investment company. Shares of
Target Fund are redeemable at net asset value at each shareholder's option.
Target Fund has elected to be a regulated investment company for federal income
tax purposes under Section 851 of the Internal Revenue Code of 1986, as amended
(the "Code").

     Acquiring Fund is a series of Barr Rosenberg Series Trust, which is
registered under the 1940 Act as an open-end diversified management investment
company. Shares of Acquiring Fund are redeemable at net asset value at each
shareholder's option. Acquiring Fund has elected to be a regulated investment
company for federal income tax purposes under Section 851 of the Code.

     For purposes of this opinion, we have considered the Agreement, the
Prospectus/ Information Statement relating to the Transaction, which will be
furnished to Target Fund's shareholders in connection with the Transaction
(including any items incorporated by reference therein), and such other items as
we have deemed necessary to render this opinion. In addition, you have provided
us with letters dated as of the date hereof from Acquiring Fund and Target Fund,
representing as to certain facts, occurrences and information



upon which you have indicated that we may rely in rendering this opinion
(whether or not contained or reflected in the documents and items referred to
above) (the "Representations").

     Based on our review of the documents and items referred to above, and
conditioned on (1) the Representations being true on the Closing Date and (2)
the Transaction being consummated in accordance with the Agreement, we are of
the opinion that for federal income tax purposes:

     (i)    The Transaction will constitute a reorganization within the
            meaning of Section 368(a) of the Code, and Acquiring Fund and
            Target Fund will each be a "party to a reorganization" within the
            meaning of Section 368(b) of the Code;

     (ii)   Under Section 1032 of the Code, no gain or loss will be recognized
            by Acquiring Fund upon the receipt of the assets of Target Fund in
            exchange for Merger Shares and the assumption by Acquiring Fund of
            the liabilities of Target Fund;

     (iii)  Under Section 362(b) of the Code, the basis in the hands of
            Acquiring Fund of the assets of Target Fund transferred to
            Acquiring Fund in the Transaction will be the same as the basis of
            such assets in the hands of Target Fund immediately prior to the
            transfer;

     (iv)   Under Section 1223(2) of the Code, the holding periods of the
            assets of Target Fund in the hands of Acquiring Fund will include
            the periods during which such assets were held by Target Fund;

     (v)    Under Section 361 of the Code, no gain or loss will be recognized
            by Target Fund upon the transfer of Target Fund's assets to
            Acquiring Fund in exchange for Merger Shares and the assumption by
            Acquiring Fund of the liabilities of Target Fund, or upon the
            distribution of Merger Shares by Target Fund to its shareholders
            in liquidation;

     (vi)   Under Section 354 of the Code, no gain or loss will be recognized
            by Target Fund shareholders upon the exchange of their Target Fund
            Shares for Merger Shares;

     (vii)  Under Section 358 of the Code, the basis of Merger Shares that a
            Target Fund shareholder receives in connection with the
            Transaction will be the same, in the aggregate, as the aggregate
            basis of his or her Target Fund Shares exchanged therefor;

     (viii) Under Section 1223(1) of the Code, a Target Fund shareholder's
            holding period for his or her Merger Shares will be determined by
            including the period for which he or she held the Target Fund
            Shares exchanged therefor, provided that he or she held such
            Target Fund Shares as capital assets; and

     (ix)   Acquiring Fund will succeed to and take into account the items of
            Target Fund described in Section 381(c) of the Code, subject to
            the conditions and limitations specified in Sections 381, 382,
            383, and 384 of the Code and the Regulations thereunder.


                                                   Very truly yours,

                                                   ROPES & GRAY

                                                   Ropes & Gray