SecProbe.io

CORRESP
1
file001.htm
CORRESPONDENCE LETTER

[ROPES & GRAY LOGO]

ROPES & GRAY LLP

ONE INTERNATIONAL PLACE    BOSTON, MA 02110-2624    617-951-7000   F617-951-7050

BOSTON      NEW YORK     SAN FRANCISCO     WASHINGTON, DC

December 29, 2004                                          Leigh R. Fraser
                                                           (617) 951-7485
                                                           lfraser@ropesgray.com

Securities and Exchange Commission
Division of Investment Management
450 Fifth Street, N.W.
Washington, D.C.  20549

Attn: Kim Browning, Esq.

      Re:      Schroder Enhanced Income Fund (the "Fund"), a series of Schroder
               Series Trust (the "Trust"), Post-Effective Amendment No. 21 to
               the Trust's Registration Statement on Form N-1A under the
               Securities Act of 1933 and Post-Effective Amendment No. 23 to the
               Trust's Registration Statement on Form N-1A under the Investment
               Company Act of 1940 (the "Registration Statement"), filed with
               the U.S. Securities and Exchange Commission (the "Commission") on
               October 28, 2004 (Securities Act of 1933 File No. 33-65632 and
               Investment Company Act of 1940 File No. 811-7840)

Dear Ms. Browning:

         This letter sets forth the Trust's responses to comments you provided
to me telephonically on December 27, 2004. For convenience of reference, I have
summarized below the text of each comment in bold before each response; the
Trust's responses follow in normal typeface. In addition, enclosed with this
letter is a copy of the Investor Shares Prospectus and the Statement of
Additional Information, marked to reflect changes that will be made in response
to the comments. The Advisor Shares Prospectus will be revised in the same
manner as the attached Investor Shares Prospectus.

         PROSPECTUS(1)

-------------------
(1)  These comments apply to both the Advisor and Investor Share prospectuses.

ROPES & GRAY LLP
                                      -2-                      December 29, 2004

         (1) SINCE THE FUND INVESTS PRIMARILY IN FIXED INCOME SECURITIES, PLEASE
REVISE THE FUND'S PRINCIPAL INVESTMENT OBJECTIVE TO BE THE GENERATION OF INCOME,
ALTHOUGH A SECONDARY OBJECTIVE MAY BE CAPITAL APPRECIATION.

         The requested change will be made.

         (2) IN THE DISCUSSION OF DERIVATIVES IN THE "PRINCIPAL INVESTMENT
STRATEGIES" SECTION, PLEASE STATE IN PLAIN ENGLISH THAT THE FUND MAY USE
DERIVATIVES FOR SPECULATIVE PURPOSES.

         The language has been revised.

         (3) ON PAGE 4, YOU STATE THAT THE FUND WILL NORMALLY MAINTAIN A DOLLAR
WEIGHTED AVERAGE PORTFOLIO RATING OF AT LEAST AA2. PLEASE CONSIDER INCLUDING A
PIE CHART OR GRAPH THAT SHOWS WHAT PERCENTAGE OF THE FUND'S SECURITIES ARE
EXPECTED TO HAVE EACH RATING.

         The language has been revised.

         (4) PLEASE ADD THE FUND'S PORTFOLIO TURNOVER RATE TO THE "PRINCIPAL
RISKS" SECTION.

         The requested change will be made.

         (5) IN ORDER TO INCLUDE AMOUNTS IN THE FEE TABLE THAT ARE NET OF THE
FEE WAIVER, THE FEE WAIVER SHOULD BE IN EFFECT FOR A FULL CALENDAR YEAR. AS A
RESULT, PLEASE EXTEND THE FEE WAIVER TO DECEMBER 31, 2005 OR DESCRIBE THE FEES
NET OF THE WAIVER ONLY IN THE FOOTNOTES (NOT IN THE TABLE ITSELF).

         The fee waiver has been extended to December 31, 2005.

         (6) IN "HOW THE FUND'S SHARES ARE PRICED", YOU MAKE THE STATEMENT
"CERTAIN SECURITIES OR INVESTMENTS FOR WHICH MARKET QUOTATIONS ARE NOT READILY
AVAILABLE MAY BE VALUED BY SCHRODERS, PURSUANT TO GUIDELINES ADOPTED BY THE
BOARD OF TRUSTEES. . ." PLEASE REVISE THIS LANGUAGE TO CLARIFY THAT ALL
INVESTMENTS FOR WHICH MARKET QUOTATIONS ARE NOT READILY AVAILABLE ARE VALUED IN
THIS MANNER, OR OTHERWISE CLARIFY WHICH INVESTMENTS ARE NOT VALUED IN THIS
MANNER.

         The requested change will be made.

         STATEMENT OF ADDITIONAL INFORMATION

         (7) PLEASE CLARIFY THE NEW LANGUAGE ON PAGE B-16 REGARDING HOW THE FUND
COVERS SHORT SALES, STATING IN PLAIN ENGLISH HOW THE COLLATERAL PROVIDED TO THE
BROKER RELATES TO THE LIQUID SECURITIES HELD IN THE SEGREGATED ACCOUNT AT THE
CUSTODIAN.

         The requested change will be made.

ROPES & GRAY LLP
                                      -3-                      December 29, 2004

         (8) PLEASE REMOVE THE LANGUAGE "OR MUNICIPAL BONDS BACKED BY ANY OF THE
ASSETS AND REVENUES OF NON-GOVERNMENTAL ISSUERS" FROM THE INVESTMENT RESTRICTION
4(II) ON PAGE B-18, BECAUSE IT APPLIES TO TAX-FREE FUNDS.

         The requested change will be made.

         (9) TO SHOW PERFORMANCE INFORMATION OF THE SCHRODERS COMPOSITE NET OF
THE FEE WAIVER, THE FEE WAIVER MUST BE IN EFFECT FOR A FULL CALENDAR YEAR.
PLEASE EXTEND THE FEE WAIVER UNTIL DECEMBER 31, 2005 OR REVISE THE DISCLOSURE.

         As stated under (5) above, the fee waiver has been extended through
December 31, 2005.

         (10) PLEASE ADD DISCLOSURE IN THE "REPURCHASE AGREEMENTS" LANGUAGE ON
PAGE B-5 THAT STATES THAT THE FUND DOES NOT HAVE A PERCENTAGE LIMIT ON THE
AMOUNT OF ITS ASSETS THAT MAY BE SUBJECT TO REPURCHASE AGREEMENTS AND DISCLOSURE
OF THE RELATED RISKS.

         The requested change will be made.

         (11) PLEASE ADD NON-FUNDAMENTAL POLICIES OF THE FUND THAT STATE THAT IT
MAY CONTROL OF OTHER FUNDS AND DO SHORT SALES.

         The requested change will be made.

         (12) ON PAGE B-32, THE STATEMENT OF ADDITIONAL INFORMATION STATES
"SCHRODERS, IN SELECTING BROKERS TO EFFECT TRANSACTIONS ON BEHALF OF THE FUND,
GENERALLY SEEKS TO OBTAIN THE MOST FAVORABLE PRICE AND EXECUTION AVAILABLE."
PLEASE DELETE THE WORD "GENERALLY" AND CHANGE "MOST FAVORABLE" TO "BEST."

         The requested changes will be made.

                                   * * * * * *

ROPES & GRAY LLP
                                      -4-                      December 29, 2004

         I hope that the foregoing is responsive to your comments. If you have
any questions please call me at (617) 951-7485 or my colleague Timothy W.
Diggins at (617) 951-7389. Thank you for your efforts in reviewing the
Registration Statement.

Very truly yours,

/s/ Leigh R. Fraser

Leigh R. Fraser

cc:
Carin Muhlbaum, Esq.
Mr. Alan M. Mandel
Timothy W. Diggins, Esq.
Jessica T. O'Mary, Esq.
Mark Gurevich, Esq.

[SCHRODERS LOGO]

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

PROSPECTUS
DECEMBER 31, 2004

SCHRODER ENHANCED INCOME FUND

Investor Shares

This Prospectus describes SCHRODER ENHANCED INCOME FUND, a mutual fund offered
by Schroder Series Trust.

Schroder Enhanced Income Fund seeks high current income, consistent with the
preservation of capital and reasonable liquidity. As a secondary objective, the
Fund seeks a high rate of total return. The Fund invests in U.S. government and
agency securities and other U.S. dollar-denominated investment-grade fixed
income securities. The Fund's dollar weighted average portfolio duration will
typically be from three to six months, although the adviser may extend the
Fund's dollar weighted average portfolio duration to as long as 1.5 years.

This Prospectus explains what you should know about the Fund before you invest.
Please read it carefully. You can call the Schroder Mutual Funds at (800)
464-3108 to find out more about the Fund and other funds in the Schroder family
of funds. From outside the United States, please call collect to (617) 483-5000
and ask to speak with a representative of the Schroder Mutual Funds.

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                              SCHRODER SERIES TRUST

TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----

SUMMARY INFORMATION.....................................................      3

FEES AND EXPENSES.......................................................      5

PRINCIPAL RISKS OF INVESTING IN THE FUND................................      6

NON-PRINCIPAL INVESTMENT STRATEGIES AND TECHNIQUES......................      7

MANAGEMENT OF THE FUND..................................................      8

HOW THE FUND'S SHARES ARE PRICED........................................      9

HOW TO BUY SHARES.......................................................     10

HOW TO SELL SHARES......................................................     12

EXCHANGES...............................................................     13

DIVIDENDS AND DISTRIBUTIONS.............................................     13

TAXES...................................................................     14

USA PATRIOT ACT.........................................................     15

                                      -2-

SUMMARY INFORMATION

This summary identifies the investment objective, principal investment
strategies, and principal risks of Schroder Enhanced Income Fund (the "Fund"), a
series of Schroder Series Trust (the "Trust").

SCHRODER ENHANCED INCOME FUND

o    INVESTMENT OBJECTIVE. Principally, to seek high current income, consistent
     with the preservation of capital and reasonable liquidity; secondarily, to
     seek a high rate of total return.

o    PRINCIPAL INVESTMENT STRATEGIES. The Fund invests in a diversified
     portfolio of U.S. dollar-denominated fixed income securities.

The Fund will normally invest at least 80% of its total assets in
income-producing obligations, which may include, for example:

     o    securities issued or guaranteed by the U.S. Government or its agencies
          or instrumentalities;
     o    debt securities of domestic or foreign corporations;
     o    mortgage-backed and other asset-backed securities;
     o    obligations of non-U.S. governments or their subdivisions, agencies,
          and government-sponsored enterprises;
     o    obligations of international agencies or supranational entities;
     o    commercial paper and master demand notes;
     o    preferred securities; and
     o    short-term investments, such as repurchase agreements, money market
          securities, bank certificates of deposit, fixed time deposits, and
          bankers' acceptances.

The Fund may make investments in foreign securities denominated in the U.S.
dollar.

The Fund's dollar weighted average portfolio duration will typically be from
three to six months, although the adviser may extend the Fund's dollar weighted
average portfolio duration to as long as 1.5 years, in response to economic,
market, or other conditions. Duration is a measure of the expected life of a
fixed income security that is used to determine the sensitivity of the
security's price to changes in interest rates. Unlike the maturity of a fixed
income security, which measures only the time until final payment is due,
duration takes into account the time until all payments of interest and
principal on a security are expected to be made, including how these payments
are affected by prepayments and by changes in interest rates.

The Fund is not a money market fund and is not subject to the portfolio quality,
maturity and other requirements of money market funds.

The Fund's investment adviser will trade the Fund's portfolio securities
actively. The adviser may sell certain investments it believes are fully priced
and purchase securities it believes may be undervalued, or it may trade
securities to take advantage of what it believes to be temporary disparities in
normal yield relationships between securities.

The Fund may enter into interest rate futures and options, interest rate swap
agreements and credit default swaps. (A derivative instrument will be considered
to be a fixed income security if it is itself a debt security or, in the
adviser's judgment, it may provide an investment return comparable to the return
that might be provided by a debt security.) The Fund may engage in these
"derivative" strategies for hedging purposes. The Fund may also use derivatives
to gain exposure to securities or market sectors as a substitute for cash
investments (not for leverage) or pending the sale of securities by the Fund and
reinvestment of the proceeds. For example, the Fund may enter into a so-called
credit default swap with respect to one or more fixed income securities to take
advantage of increases or decreases in the values of those securities without
actually purchasing or selling the securities. The Fund may also seek to obtain
market exposure to the securities in which it may invest by entering into
forward contracts or similar arrangements

                                      -3-

to purchase those securities in the future. Any use of derivatives strategies
for these purposes entails the risks of investing directly in the securities or
instruments underlying the derivatives strategies, as well as the risks of using
derivatives generally, described in this Prospectus and in the Statement of
Additional Information.

The Fund will normally maintain a dollar weighted average rating of the
securities owned by the Fund of at least Aa2 (or the equivalent), considering
unrated securities of the U.S. government and its agencies and instrumentalities
to be rated AAA, by following the guidelines listed below:

     o    The Fund will normally invest only in securities issued or guaranteed
          by the U.S. Government or its agencies or instrumentalities and in
          securities of "investment grade," which means either that a nationally
          recognized statistical rating organization (for example, Moody's
          Investor Service, Inc., Standard & Poor's Rating Service, or Fitch
          Investors Service, Inc.) has rated the securities Baa3 or BBB- (or the
          equivalent) or better, or the adviser has determined the securities to
          be of comparable quality.

     o    The Fund will normally invest more than 50% of its total assets in
          securities which a nationally recognized statistical rating
          organization has rated Aaa or AAA (or the equivalent).

     o    The Fund will normally invest no more than 25% of its total assets in
          securities that are rated below Aa3 (or the equivalent) by a
          nationally recognized statistical rating organization.

     o    The Fund will normally invest no more than 10% of its total assets in
          securities that are rated below A3 (or the equivalent) by a nationally
          recognized statistical rating organization.

     o    The Fund expects not to invest in money market securities that have a
          short-term rating lower than A2 (or the equivalent) by a nationally
          recognized statistical rating organization.

In the event that different nationally recognized rating organizations have
given different ratings to securities owned by the Fund, the higher rating will
be used for purposes of determining whether the Fund has complied with these
limitations. If a security is not rated by a nationally recognized statistical
rating organization but Schroders believes that it is of comparable quality to a
security that is so rated, that security will be considered to have been rated
at that level.

o    PRINCIPAL RISKS.

     o    It is possible to lose money on an investment in the Fund.

     o    INTEREST RATE RISK. Interest rate increases can cause the price of a
          debt security to decrease. In addition, if a security is prepaid, the
          Fund may have to reinvest the proceeds in lower-yielding investments.
          Interest rate risk is generally greater in the case of securities with
          longer maturities and in the case of portfolios of securitie