SecProbe.io

CORRESP
1
filename1.htm

                           [ROPES & GRAY LETTERHEAD]

July 12, 2005

                                                            Jessica T. O'Mary
                                                            (617) 951-7819
                                                            jomary@ropesgray.com

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

Attn:    Kim Browning, Esq.
----

         Re:   Post-Effective Amendment No. 25 to the Schroder Series Trust (the
               "Trust") Registration Statement on Form N-1A under the Securities
               Act of 1933 and Post-Effective Amendment No. 27 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 April
               20, 2005 (Securities Act of 1933 File No. 33-65632 and Investment
               Company Act of 1940 File No. 811-7840), with respect to Schroder
               U.S. Small and Mid Cap Opportunities Fund (the "Fund")
               -----------------------------------------------------------------

Dear Ms. Browning:

         This letter sets forth the Trust's responses to comments you provided
to me telephonically on June 6, 2005 and June 14, 2005. 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 each of the Prospectuses and the Statement of
Additional Information, marked to reflect changes that will be made in response
to the comments.

         PROSPECTUS

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

         On behalf of the Trust, we acknowledge that:

ROPES & GRAY LLP

                                      -2-

                                                                   July 12, 2005

         (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) PLEASE CONFIRM THE SUMMARY DESCRIPTION OF THE FUND ON PAGE 1 IS
HELPFUL INFORMATION IN CONFORMANCE WITH FORM N-1A.

         The Trust believes it is helpful disclosure for investors and conforms
with Form N-1A.

         (3) PLEASE ADD SOME BRIEF LANGUAGE ABOUT PROVIDING 60 DAYS NOTICE TO
SHAREHOLDERS FOR CERTAIN INVESTMENT OBJECTIVE AND POLICY CHANGES INTO THE ITEM 2
SUMMARY DISCLOSURE OR ADD FURTHER DISCLOSURE IN THE "CHANGES IN INVESTMENT
OBJECTIVE AND POLICIES" SECTION TO SPECIFICALLY REFERENCE THE POLICIES YOU ARE
REFERRING TO.

         The requested change has been made.

         (4) PLEASE REORGANIZE THE SUMMARY SECTION SO THAT THE FUND'S CRITERIA
FOR INVESTMENTS IN COMPANIES "IN THE UNITED STATES" IS CLEARER WHEN THE FUND'S
INVESTMENT STRATEGY IS FIRST DESCRIBED IN THE "PRINCIPAL INVESTMENT STRATEGIES"
SECTION.

         The requested change has been made.

         (5) IN THE ITEM 2 DISCLOSURE THE PROSPECTUSES STATE THAT THE FUND'S
ADVISER WILL CONSIDER AN ISSUER TO BE LOCATED "IN THE UNITED STATES" IF MORE
THAN 50% OF ITS ASSETS ARE LOCATED IN THE UNITED STATES. PLEASE CONSIDER WHETHER
FOREIGN RISKS APPLY TO THIS SITUATION AND IF APPROPRIATE ADD FOREIGN RISK
DISCLOSURE RELATED TO THESE TYPES OF COMPANIES.

         The Trust has revised this disclosure to eliminate the language in
question.

         (6) PLEASE CONFIRM IN YOUR RESPONSE LETTER TO US THAT THE STATEMENT
THAT THE FUND MAY INVEST IN EQUITY SECURITIES OF LARGE CAP COMPANIES ONLY
APPLIES TO 20% OF THE FUND.

         The Trust so confirms.

         (7) CONFIRM THAT ALL PRINCIPAL STRATEGIES AND RISKS ARE SUMMARIZED IN
THE ITEM 2 DISCLOSURE. FOR INSTANCE, PLEASE MENTION EQUITY SECURITIES
SPECIFICALLY IN ITEM 2.

ROPES & GRAY LLP

                                      -3-

                                                                  July 12, 2005

         The Trust has so confirmed and has made the requested changes.

         (8) PLEASE REVISE THE IPO RISK SECTION TO CLARIFY WHETHER THE FUND WILL
INVEST IN OFFERINGS OR AFTER MARKET PURCHASES OR BOTH. ALSO CONSIDER WHETHER TO
REVISE THE IPO RISK DISCLOSURE TO EMPHASIZE THE POTENTIAL UNAVAILABILITY OF IPOS
AND CONFIRM THAT IPOS ARE A PRINCIPAL STRATEGY (IF SO INCLUDE IN YOUR ITEM 2
DISCLOSURE).

         The requested changes have been made.

         (9) PLEASE ELABORATE ON THE COMMON STOCK RISK INCLUDED IN THE EQUITY
SECURITIES RISK DISCLOSURE.

         The requested change has been made.

         (10) PLEASE CONFIRM IN YOUR LETTER TO US THAT THE MANAGEMENT FEE IS
APPLIED THE SAME BOTH PRE- AND POST-WAIVER.

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

         (11) PLEASE CONFIRM IN YOUR LETTER TO US THAT THE ADVISER HAS NO
RECOUPMENT OR RECAPTURE RIGHTS.

         The adviser does not have any such rights.

         (12) INCLUDE DISCLOSURE IN EACH OF THE INVESTOR AND ADVISOR SHARES
PROSPECTUSES DESCRIBING WHAT TYPE OF INVESTOR THE CLASS OF SHARES IS APPROPRIATE
FOR AND WHY.

         The requested change has been made.

         (13) PLEASE CONFIRM THAT THE FIRST YEAR SHOWN ON THE FEE TABLE IN THE
EXAMPLE IS NET, BUT THE SUBSEQUENT YEARS ARE GROSS.

         The example 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.

         (14) PLEASE INFORM US ORALLY OF THE PERCENTAGE THE FUND WILL INVEST IN
SHORT SALES. WE MAY REVISE OUR COMMENTS ACCORDINGLY.

         The Trust responded orally to your request on June 29, 2005.

         (15) IN "HOW THE FUND'S SHARES ARE PRICED" THE PROSPECTUS STATES THAT
THE BOARD MAY VALUE SECURITIES BY REFERENCE TO OTHER SECURITIES OR INDEXES.
PLEASE PROVIDE MORE DETAILS ABOUT THIS PROCESS.

ROPES & GRAY LLP

                                      -4-

                                                                  July 12, 2005

         The Fund expects that its investments will by highly liquid and
therefore it does not expect that any substantial portion of the portfolio will
be fair valued, although the Fund has reserved the right to do so.

         (16) IN THE "HOW TO BUY SHARES" SECTION, REVISE THE THIRD SENTENCE TO
CHANGE "MAY" TO "WILL."

         The requested change has been made.

         (17) IN THE "HOW TO SELL SHARES" SECTION PLEASE CLARIFY ALL THE
ENTITIES THAT AN INVESTOR CAN BUY AND SELL THROUGH. PLEASE REVISE TO CLARIFY AND
MAKE IT CLEAR THAT IF AN ORDER GOES TO A RULE 22C-1 ENTITY BY 4 PM THEN THE
INVESTOR RECEIVES THAT DAY'S NAV.

         The requested change has been made.

         (18) IN THE SECOND PARAGRAPH IN THE SECTION "HOW TO SELL SHARES-WHEN
YOU MAY REDEEM" PLEASE CLARIFY THE PHRASE "AS PERMITTED BY LAW."

         The Trust refers you to the section "How to Sell Shares-Suspension"
which describes the relevant circumstances. The Trust has added clarifying
language.

         (19) IN THE "FREQUENT PURCHASES AND REDEMPTIONS OF FUND SHARES" REVISE
THE LANGUAGE TO DELETE THE WORDS "SEEK TO" AND CHANGE TO THE PRESENT TENSE.

         The requested change has been made.

         (20) IN THE "FREQUENT PURCHASES AND REDEMPTIONS OF FUND SHARES" SECTION
CLARIFY THAT THE FUND WILL REJECT EXCHANGES ON THE BUY- BUT NOT THE SELL-SIDE.

         The requested change has been made.

         (21) IN THE DESCRIPTION OF OMNIBUS ACCOUNTS, CLARIFY WHAT POLICIES AND
PROCEDURES THE FUND HAS IN PLACE TO DEAL WITH MONITORING PROBLEMS AND HOW THE
FUND WILL RESPOND TO SUCH PROBLEMS (FOR EXAMPLE, CLOSE THE ACCOUNT).

         The requested change has been made.

         (22) THESE COMMENTS ALSO APPLY TO THE ADVISOR SHARES PROSPECTUS.

         Corresponding changes have been made in the Advisor Shares prospectus.

         STATEMENT OF ADDITIONAL INFORMATION
         -----------------------------------

ROPES & GRAY LLP

                                      -5-

                                                                  July 12, 2005

         (23) IN THE "NON-PRINCIPAL INVESTMENTS AND RISKS" SECTION, UNDER
"CERTAIN DERIVATIVE INSTRUMENTS," IT STATES THAT THE FUND MAY USE THESE
INSTRUMENTS TO "INCREASE CURRENT RETURN" AND "TO EARN ADDITIONAL INCOME." TO THE
EXTENT THIS IMPLIES THAT THE FUND WILL USE THESE INSTRUMENTS FOR SPECULATIVE
PURPOSES, PLEASE ADD DISCLOSURE.

         The requested change has been made. There is also risk disclosure
included below in the Statement of Additional Information under the headings
"Options," "Futures Contracts" and "Special Risks of Transactions in Futures
Contracts and Related Options."

         (24) IN "LOANS OF FUND PORTFOLIO SECURITIES" PLEASE CLARIFY FOR WHAT
PURPOSE THE FUND WILL ENGAGE IN THESE TRANSACTIONS.

         The requested change has been made.

         (25) UNDER "INVESTMENT RESTRICTIONS," WHERE IT STATES "EXCEPT THAT, IF
THE FUND IS REQUIRED BY LAW TO MAINTAIN THE 300% ASSET COVERAGE RATIO" PLEASE
REVISE TO REFLECT THAT COMPLIANCE WITH THIS RATIO IS REQUIRED BY LAW.

         The requested change has been made.

         (26) IN "DISCLOSURE OF PORTFOLIO HOLDINGS" PLEASE CONFIRM THAT THE
TRUST HAS DISCLOSED ANY ONGOING RELATIONSHIPS TO DISCLOSE NON-PUBLIC INFORMATION
BY NAME AND THE DETAILS OF THE RELATIONSHIP. IF THE RELATIONSHIP IS WITH AN
ENTITY SUCH AS THE CUSTODIAN, THE FUND CAN SIMPLY IDENTIFY THAT IT IS AN
ARRANGEMENT WITH THE "CUSTODIAN."

         The Trust so confirms.

         (27) PLEASE REMOVE THE PASSIVE VOICE FROM THE "DISCLOSURE OF PORTFOLIO
HOLDINGS" SECTION.

         The requested changes have been made.

         (28) PLEASE CLARIFY WHAT YOU MEAN BY "WHERE FEASIBLE" IN REFERENCE TO
DISCLOSURE OF PORTFOLIO HOLDINGS AND EXPLAIN WHAT THE EXCEPTIONS ARE. PLEASE
CLARIFY THE PHRASES "SUBJECT TO AN INDEPENDENT DUTY NOT TO DISCLOSE" AND "AGREED
TO KEEP CONFIDENTIAL" AND CLARIFY WHETHER THESE ARE CONTRACTUAL OBLIGATIONS.

         The requested changes have been made.

         (29) PLEASE CLARIFY HOW THE FUND WILL INFORM SHAREHOLDERS OF ANY
DISCLOSURE OF NON-PUBLIC INFORMATION WHEN NO CONFIDENTIALITY AGREEMENT IS IN
PLACE (FOR INSTANCE, WILL THE PROSPECTUS BE STICKERED).

ROPES & GRAY LLP

                                      -6-

                                                                  July 12, 2005

         The Trust does not expect to disclose any non-public information
regarding the Fund's portfolio holdings to anyone who is not subject to an
independent duty not to disclose such information (either contractually or as a
matter of law). In the event the Trust makes any such disclosure, it expects
such disclosure would occur in situations where the Fund's adviser has
determined that there is a very low probability of harm to shareholders of the
Fund. In situations where non-public information may be disclosed and there is
no obligation to keep the information confidential and no confidentiality
agreement in place, the Fund's adviser will consider whether the nature of the
disclosure and the likelihood of harm is sufficiently material to give rise to a
disclosure obligation under applicable law and, accordingly, whether a
supplement to the prospectus or the Statement of Additional Information is
appropriate.

         (30) PLEASE CLARIFY THE MEANING OF THE STATEMENT THAT THE EMPLOYEES OF
SCHRODERS AFFILIATES HAVE ACCESS TO PORTFOLIO HOLDINGS INFORMATION AND WHETHER
THIS INCLUDES ALL SCHRODERS AFFILIATES.

         As stated in the Statement of Additional Information, the employees of
Schroders affiliates who have access to non-public information are those that
deal directly with the processing, settlement, review, control, auditing,
reporting, or valuation of portfolio trades.

         (31) IN THE "PORTFOLIO MANAGER" SECTION PLEASE ELABORATE ON THE
STATEMENT THAT INVESTMENT OPPORTUNITIES ARE ALLOCATED IN AN "EQUITABLE MANNER
OVER TIME" AND HOW THIS PROCESS ACTUALLY WORKS.

         The Trust refers you to the "Brokerage Allocation and Other Practices"
section of the Statement of Additional Information and has added a
cross-reference to this section in the "Portfolio Managers" section.

         (32) PLEASE ADD DISCLOSURE AS TO WHAT TYPE OF CONSIDERATION THE
PORTFOLIO MANAGER RECEIVES FOR EACH OF HER BASE SALARY AND BONUS (SUCH AS CASH
OR OPTIONS).

         The requested changes have been made.

         (33) PLEASE CLARIFY THE STATEMENT THAT "IN SOME CASES, PART OF AN
EMPLOYEE'S BONUS MAY BE DEFERRED IN THE FORM OF SCHRODERS PLC STOCK." FOR
EXAMPLE, HOW IS THE DETERMINATION MADE AND DOES THE EMPLOYEE DECIDE WHETHER TO
DEFER?

         The requested clarification has been made.

         (34) IN THE NON-FUNDAMENTAL POLICY THAT STATES THAT THE FUND MAY NOT
PURCHASE SECURITIES WHEN OUTSTANDING BORROWINGS EXCEED 5% OF THE FUND'S TOTAL
NET ASSETS, DELETE THE WORD "NET."

         The requested change has been made.

ROPES & GRAY LLP

                                      -7-

                                                                  July 12, 2005

         (35) PLEASE CLARIFY WHAT PERCENTAGE OF PORTFOLIO SECURITIES CAN BE
LOANED (FUNDAMENTAL POLICY NO. 5).

         Please refer to "Loans of Portfolio Securities" where the Trust states
that up to one-third of the Fund's total assets may be loaned.

                                   * * * * * *

         I hope that the foregoing is responsive to your comments. If you have
any questions please call me at (617) 951-7819 or my colleagues Leigh R. Fraser
at (617) 951-7485 or Timothy W. Diggins at (617) 951-7389. Thank you for your
efforts in reviewing the Registration Statement.

Very truly yours,

/s/ Jessica T. O'Mary

Jessica T. O'Mary

cc:
Carin Muhlbaum, Esq.
Mr. Alan M. Mandel
Timothy W. Diggins, Esq.
Leigh R. Fraser, Esq.
Sanjay Hebbar, Esq.

[LOGO OMITTED] SCHRODERS

PROSPECTUS
JULY __, 2005

SCHRODER U.S. SMALL AND MID CAP OPPORTUNITIES FUND

Advisor Shares

This Prospectus describes Schroder U.S. Small and Mid Cap Opportunities Fund, a
mutual fund offered by Schroder Series Trust (the "Trust").

The Fund seeks capital appreciation. The Fund invests principally in equity
securities of small and mid cap companies in the United States.

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 (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.......................................................    1

FEES AND EXPENSES.........................................................    3

PRINCIPAL RISKS OF INVESTING IN THE FUND..................................    4

NON-PRINCIPAL INVESTMENT STRATEGIES AND TECHNIQUES........................    5

MANAGEMENT OF THE FUND....................................................    6