October 13, 2004





Schroder Series Trust
875 Third Avenue, 22nd Floor
New York, New York 10022



Ladies and Gentlemen:

         We are furnishing this opinion in connection with Post-Effective
Amendment No. 20 (the "Amendment") to the Registration Statement on Form N-1A
(the "Registration Statement") of Schroder Series Trust (the "Trust") filed with
the Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended (File No. 333-65632), and the Investment Company Act of
1940, as amended (File No. 811-7840), for the registration of an indefinite
number of shares of beneficial interest in two separate classes (the "Investor
Shares" and the "Advisor Shares," respectively, and collectively, the "Shares")
of the Trust's Schroder Enhanced Income Fund series (the "Fund"). The Shares of
the Trust are proposed to be sold pursuant to the Distribution Agreement, dated
September 15, 1999, between the Trust and Schroder Fund Advisors Inc., which has
been filed as an exhibit to the Registration Statement.

         We have acted as counsel to the Trust since its organization and in
connection with the Amendment. We are familiar with the actions taken by the
Trustees of the Trust to authorize the issuance of the Shares. We have examined
the Trust's Agreement and Declaration of Trust, as amended and restated on March
1, 1997, on file in the office of the Secretary of The Commonwealth of
Massachusetts (the "Declaration of Trust"), the Trust's Bylaws, as amended on
December 9, 2003 and on October 4, 2004, and the Trust's records of Trustee
and shareholder action. We have also examined executed copies of the Amendment,
in the form filed or to be filed with the Commission, and such other documents
and records as we have deemed necessary for the purposes of this opinion.

         We assume that, upon the sale of the Investor Shares and the Advisor
Shares of the Fund, the Trust, on behalf of the Fund, will receive the net asset
value thereof.




                                      - 2 -                     October 13, 2004



         Based upon the foregoing, we are of the opinion that:

         1.       The Trust has been duly organized and is a validly existing
                  unincorporated association under and by virtue of the laws of
                  The Commonwealth of Massachusetts; and

         2.       The Trust is authorized to issue an unlimited number of
                  Investor Shares and Advisor Shares of the Fund and that when
                  such Shares have been issued and sold pursuant to the
                  Distribution Agreement, they will be validly issued, fully
                  paid, and nonassessable by the Trust.

         The Trust is an entity of the type commonly known as a "Massachusetts
business trust." Under Massachusetts law, shareholders could, under certain
circumstances, be held personally liable for the obligations of the Trust.
However, the Declaration of Trust disclaims shareholder liability for acts or
obligations of the Trust and requires that a notice of such disclaimer be given
in each note, bond, contract, instrument, certificate or undertaking made or
issued by the Trust or its Trustees or officers. The Declaration of Trust
provides for indemnification out of the property of a series of shares of
beneficial interest for all loss and expense of any shareholder of such series
held personally liable solely by reason of his being or having been a
shareholder. Thus, the risk of a shareholder's incurring financial loss on
account of shareholder liability is limited to circumstances in which the series
of shares itself would be unable to meet its obligations.

         We consent to the filing of this opinion with and as an exhibit to the
Amendment.


                                                     Very truly yours,

                                                     /s/ Ropes & Gray LLP

                                                     Ropes & Gray LLP