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CORRESP
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file001.htm
CORRESPONDENCE LETTER

[ROPES & GRAY LLP LETTERHEAD]

January 4, 2005                                            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 "Enhanced Income Fund") and
               Schroder U.S. Core Fixed Income Fund (the "Fixed Income Fund"),
               each a series of Schroder Series Trust (the "Trust") (Securities
               Act of 1933 File No. 33-65632 and Investment Company Act of 1940
               File No. 811-7840)

Dear Ms. Browning:

         This letter summarizes the changes to the prospectuses and statements
of additional information for each of the Funds in response to comments you
provided to me telephonically on December 29, 2004 with respect to the Fixed
Income Fund and on December 30, 2004 with respect to the Enhanced Income Fund,
as we discussed on Thursday with Richard Pforte and you.

         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. I have listed the comments for the Fixed Income Fund first, followed
by the comments for the Enhanced Income Fund.

FIXED INCOME FUND

         PROSPECTUS(1)

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

ROPES & GRAY LLP

                                      -2-                     January 4, 2005

         (1) PLEASE MAKE THE REQUESTED "TANDY" LETTER STATEMENTS IN YOUR LETTER
TO US.

         On behalf of the Trust, we acknowledge that:

         (a) the Trust is responsible for the adequacy and accuracy of the
disclosure in the registration statement;

         (b) Commission staff comments or changes to disclosure in response to
Commission staff comments in the filings reviewed by the staff do not foreclose
the Commission from taking any action with respect to a filing; and

         (c) the Trust may not assert Commission staff comments as a defense in
any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

          (2) GIVEN THE NAME OF THE FIXED INCOME FUND, PLEASE INCLUDE A
RESTRICTION THAT THE FIXED INCOME FUND WILL INVEST AT LEAST 80% OF ITS ASSETS IN
U.S. FIXED INCOME SECURITIES.

         The requested change has been made.

         (3) PLEASE EXPLAIN THE MEANING OF "CORE" IN THE NAME OF THE FIXED
INCOME FUND.

         The use of the term "Core" in the name of the Fixed Income Fund is
intended to indicate that the Fixed Income Fund is intended to serve as a basic
building block of an investment portfolio - a "core" holding in such a
portfolio.

         (4) PLEASE EXPLAIN WHY, FOR A FUND THAT INVESTS IN FIXED INCOME
SECURITIES, TOTAL RETURN IS A PRINCIPAL INVESTMENT OBJECTIVE.

         The Fixed Income Fund seeks not only current income, but more generally
high total return, of which current income is an element. The Prospectus
includes language under "Principal Investment Strategies" that indicates that
the adviser actively trades securities in the Fixed Income Fund's portfolio.

         (5) PLEASE ADD DISCLOSURE STATING THE TERMS OF FIXED INCOME
INVESTMENTS IN WHICH THE FIXED INCOME FUND MAY INVEST, SUCH AS WITH RESPECT TO
INTEREST RATE (FIXED, VARIABLE OR BOTH) AND PRINCIPAL PAYMENTS (FIXED, VARIABLE
OR BOTH).

         The Prospectus has been revised to indicate that the Fixed Income Fund
may invest in securities that pay interest at fixed or at floating or variable
rates, and that payments of principal and interest may be made at fixed
intervals or only upon maturity or the occurrence of certain events.

ROPES & GRAY LLP

                                      -3-                     January 4, 2005

         (6) IN "PRINCIPAL INVESTMENT STRATEGIES," YOU STATE THAT THE FIXED
INCOME FUND MAY INVEST UP TO 10% OF ITS ASSETS IN BELOW INVESTMENT GRADE
SECURITIES. PLEASE USE THE TERM "JUNK" IN REFERRING TO SUCH SECURITIES AND STATE
THAT SUCH INVESTMENTS ARE SPECULATIVE.

         The Fixed Income Fund will not normally invest in below investment
grade securities, so all references to investments by the Fixed Income Fund in
such securities have been deleted.

         (7) PLEASE CONFIRM THAT THE USE OF DERIVATIVES IS A PRINCIPAL
INVESTMENT STRATEGY OF THE FIXED INCOME FUND.

         The Fixed Income Fund may use derivatives for hedging purposes or as a
substitute for cash investments. The Trust believes that disclosure of the Fixed
Income Fund's use of derivatives under "Principal Investment Strategies" is
appropriate.

         (8) PLEASE STATE THE REASONS THAT THE FIXED INCOME FUND WILL USE
DERIVATIVE STRATEGIES (SUCH AS FOR HEDGING PURPOSES) AND STATE IF THE FIXED
INCOME FUND WILL USE THESE STRATEGIES FOR SPECULATIVE PURPOSES.

         As stated under (7) above, the Fixed Income Fund may use derivatives
for hedging purposes or as a substitute for cash investments. Language to this
effect is included under "Principal Investment Strategies." Language has also
been added to the Prospectus under "Principal Risks of Investing in the Fund -
Derivatives Risk" that states that the use of derivatives other than for hedging
purposes may be considered speculative.

         (9) PLEASE ADD PRINCIPAL RISKS REGARDING INVESTMENT IN JUNK BONDS AND
CONVERTIBLE SECURITIES.

         As stated under (6) above, the Fixed Income Fund will not normally
invest in junk bonds. The Fixed Income Fund's adviser expects that convertible
securities will generally constitute less than 5% of the Fixed Income Fund's
assets, so a principal risk regarding convertible securities has not been
included.

         (10) UNDER "PRINCIPAL INVESTMENT STRATEGIES," YOU STATE THAT THE FIXED
INCOME FUND WILL NORMALLY INVEST AT LEAST 80% OF ITS ASSETS IN OBLIGATIONS OF
ISSUERS THE ADVISER CONSIDERS TO BE LOCATED IN THE UNITED STATES. PLEASE CLARIFY
THE CRITERIA USED IN MAKING SUCH DETERMINATION.

         The Prospectus has been revised to state that the Fixed Income Fund
will consider an issuer located in the United States if it is organized under
the laws of the United States or any state, or is domiciled or has its principal
place of business located in the United States, or if the Fixed Income Fund's
adviser determines that the issuer has more then 50% of its assets in or derives
more than 50% of its revenues from the United States.

ROPES & GRAY LLP

                                      -4-                     January 4, 2005

         (11) PLEASE MOVE THE SENTENCE UNDER "PERFORMANCE INFORMATION" THAT
REFERS TO THE OTHER PERFORMANCE INFORMATION IN THE STATEMENT OF ADDITIONAL
INFORMATION TO AFTER THE FEE TABLE AND EXAMPLE.

         The requested change has been made.

         (12) 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 until December 31, 2005.

         (13) PLEASE DISCLOSE IF THE ADVISER HAS ANY RECOUPMENT OR RECAPTURE
RIGHTS WITH RESPECT TO WAIVED FEES, AND IF THERE ARE NO SUCH RIGHTS, MAKE A
REPRESENTATION IN YOUR LETTER TO US.

         The adviser does not have any such rights.

         (14) PLEASE REPRESENT IN YOUR LETTER TO US THAT THE BOARD OF TRUSTEES
OF THE TRUST CONSIDERED THE ADVISER'S CAPACITY TO PERFORM ITS OBLIGATIONS UNDER
THE FEE WAIVER IN APPROVING THE CONTRACT WITH THE ADVISER.

         The Fixed Income Fund's adviser and its affiliates had in the aggregate
$181 billion in assets under management as of June 30, 2004. The Board of
Trustees was aware of the size and general financial wherewithal of the adviser
and of the relation of the adviser's size to its likely obligations under the
fee waiver.

         (15) PLEASE ADD DISCLOSURE THAT ONLY THE BOARD OF TRUSTEES OF THE TRUST
CAN TERMINATE THE FEE WAIVER PRIOR TO DECEMBER 31, 2005.

         The requested change has been made.

         (16) CONFIRM IN YOUR LETTER TO US THAT THE CALCULATION OF ONE-YEAR
COSTS IS NET, AND THREE-YEAR COSTS IS GROSS, OF ANY FEE WAIVER.

         The calculation of one-year expenses is net, and the calculation of
three-year expenses is gross (that is, for the period after the first year), of
any fee waiver.

         (17) IN "CREDIT RISK," PLEASE ADD DISCLOSURE THAT, FOR PURPOSES OF THE
FIXED INCOME FUND'S INVESTMENT RESTRICTIONS, THE RATINGS OF SECURITIES ARE
MEASURED ONLY AT THE TIME THEY ARE PURCHASED.

         The requested change has been made.

ROPES & GRAY LLP

                                      -5-                     January 4, 2005

         (18) PLEASE CLARIFY THE SENTENCE UNDER "CREDIT RISK" THAT STATES THAT
"CREDIT RISK IS GENERALLY GREATER FOR INVESTMENTS THAT ARE ISSUED AT LESS THAN
THEIR FACE VALUE AND THAT ARE REQUIRED TO MAKE INTEREST PAYMENTS ONLY AT
MATURITY RATHER THAN AT INTERVALS DURING THE LIFE OF THE INVESTMENT."

         I understand that this comment has been withdrawn.

         (19) PLEASE DISCLOSE, IN THE FOREIGN INVESTMENT RISK, WHETHER THE FIXED
INCOME FUND INTENDS TO INVEST IN EMERGING MARKETS. IF NOT, THEN REPRESENT THAT
THE FIXED INCOME FUND WILL NOT DO SO IN YOUR LETTER TO US.

         The Fixed Income Fund does not intend to invest in emerging markets
securities.

         (20) UNDER "TEMPORARY DEFENSIVE STRATEGIES," YOU STATE THAT IN
IMPLEMENTING THESE STRATEGIES, THE FIXED INCOME FUND WILL INVEST IN
"HIGH-QUALITY FIXED INCOME SECURITIES." PLEASE CLARIFY THE MEANING OF SUCH TERM.

         This has been done.

         (21) PLEASE CLARIFY THE ACTIVITIES OF STEVEN LEAR AND THE OTHER
PORTFOLIO MANAGERS FOR THE LAST FIVE YEARS.

         The requested change has been made.

         (22) 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 has been made.

         (23) IN "HOW TO BUY SHARES," YOU STATE THAT THE INVESTMENT MINIMUMS MAY
BE WAIVED FOR CERTAIN LISTED TYPES OF INVESTORS. PLEASE CLARIFY WHY THIS WAIVER
DOES NOT REQUIRE BREAKPOINT DISCLOSURE UNDER ITEM 7(A)(2) OF FORM N-1A.

         This language refers to specific categories of investors for which the
investment minimum may be waived (such as employees of Schroders and their
relatives). Breakpoints are not relevant to this disclosure.

         (24) IN "HOW TO BUY SHARES," PLEASE PROVIDE A DEFINITION OF MARKET
TIMING, OR REPRESENT IN YOUR LETTER TO US THAT YOU DO NOT HAVE A DEFINITION OF
MARKET TIMING. PLEASE ADD DISCLOSURE AS TO WHAT YOU CONSIDER TO BE MARKET
TIMING.

ROPES & GRAY LLP

                                      -6-                     January 4, 2005

         The Trust has not established a fixed definition of what it considers
market timing. The Trust retains the flexibility to terminate accounts through
which potentially abusive trading might be occurring.

         (25) PLEASE ADD DISCLOSURE IF THERE IS A FEE FOR BANK WIRES AND IF
THERE IS NO SUCH FEE THEN PROVIDE A REPRESENTATION TO US TO THAT EFFECT.

         There is no fee for bank wires.

         (26) PLEASE CLARIFY WHETHER THE FIXED INCOME FUND WILL ACCEPT PAY
IN-KIND SECURITIES FROM ANOTHER FUND COMPLEX. IF SO, PLEASE ADD DISCLOSURE AND
ADD A RISK FACTOR REGARDING DILUTION OF THE FUND FOR ERRONEOUS VALUATION. IF
NOT, PLEASE PROVIDE A RELATED REPRESENTATION TO US.

         The Fixed Income Fund may accept in-kind securities from another fund
complex. Language regarding possible dilution of the Fixed Income Fund for
erroneous valuation has been added to the Prospectus.

         (27) PLEASE CLARIFY WHY THE FIXED INCOME FUND'S RIGHT TO SUSPEND
EXCHANGE PRIVILEGES AT ANY TIME IS CONSISTENT WITH RULE 11A-3.

         I understand that this comment has been withdrawn since shares of the
Fixed Income Fund are not subject to any sales loads.

         (28) PLEASE DISCLOSE IF THE ADVISER'S FEE IS NOT APPLIED EQUALLY TO THE
ADVISOR AND INVESTOR SHARES BOTH PRE-WAIVER AND POST-WAIVER. IF IT IS APPLIED
EQUALLY, PLEASE REPRESENT THIS TO US.

         The fee is applied equally to the Advisor and Investor Shares both pre-
and post-waiver.

         STATEMENT OF ADDITIONAL INFORMATION

         (29) PLEASE CHANGE THE HEADING OF "MISCELLANEOUS INVESTMENTS,
INVESTMENT PRACTICES AND RISKS" TO "NON-PRINCIPAL INVESTMENTS, INVESTMENT
PRACTICES AND RISKS."

         The requested change has been made.

          (30) UNDER "PRIVATE PLACEMENTS AND RESTRICTED SECURITIES," PLEASE ADD
DISCLOSURE EXPLAINING UNDER WHAT CIRCUMSTANCES THE FIXED INCOME FUND CONSIDERS
SUCH INVESTMENTS TO BE LIQUID.

         Language has been added that states that the Fixed Income Fund
considers restricted securities to be liquid if the adviser reasonably concludes
that such securities can be sold within

ROPES & GRAY LLP

                                      -7-                     January 4, 2005

seven days in the ordinary course of business at a price approximately equal to
the Fixed Income Fund's valuation of the security.

         (31) 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-21, BECAUSE IT APPLIES TO TAX-FREE FUNDS.

         The requested change has been made.

         (32) PLEASE ADD DISCLOSURE THAT THERE IS NO LIMIT ON THE AMOUNT OF THE
FIXED INCOME FUND'S ASSETS THAT MAY BE INVESTED IN REPURCHASE AGREEMENTS AND THE
RELATED RISKS. IF THE FIXED INCOME FUND WILL INVEST IN REVERSE REPURCHASE
AGREEMENTS, PLEASE ADD REVERSE REPURCHASE AGREEMENTS TO THE INVESTMENT
RESTRICTION REGARDING LEVERAGE.

         The requested changes have been made.

         (33) PLEASE ADD LANGUAGE TO THE SECOND INVESTMENT RESTRICTION
PREVENTING THE FIXED INCOME FUND FROM PURCHASING SECURITIES WHEN OUTSTANDING
BORROWINGS OF MONEY EXCEED 5% OF THE FIXED INCOME FUND'S TOTAL ASSETS.

         The requested change has been made.

         (34) PLEASE ADD NON-FUNDAMENTAL POLICIES OF THE FIXED INCOME FUND THAT
STATE THAT IT MAY DO SHORT SALES AND MAY PLEDGE UP TO ONE-THIRD OF ITS ASSETS IN
CONNECTION WITH PERMISSIBLE BORROWINGS BY THE FIXED INCOME FUND, AND A
NON-FUNDAMENTAL POLICY THAT IT WILL NOT INVEST IN OTHER COMPANIES FOR THE
PURPOSE OF EXERCISING CONTROL.

         The requested changes have been made.

         (35) PLEASE CLARIFY THE AUTHORITY FOR INCLUDING IN THE SCHRODERS
COMPOSITE ONLY ACCOUNTS OF AT LEAST $2 MILLION.

         The adviser manages accounts with assets of below $2 million following
a strategy Schroders considers to be substantially different from the strategy
used in managing the Fund, in light of the smaller size of those accounts. This
statement has been added in the Statement of Additional Information where it
states that only accounts of at least $2 million are included in the Schroders
Composite.

         (36) IN THE PERFORMANCE INFORMATION SECTION, YOU STATE THAT NO
LEVERAGE WAS USED IN MANAGING THE ACCOUNTS IN THE SCHRODERS COMPOSITE. PLEASE
CLARIFY WHY THIS DOES NOT PREVENT THE ACCOUNTS IN THE SCHRODERS COMPOSITE FROM
BEING SUBSTANTIALLY SIMILAR TO THE FIXED INCOME FUND.

ROPES & GRAY LLP

                                      -8-                     January 4, 2005

         As we discuss