SCHRODER SERIES TRUST
                            ADMINISTRATION AGREEMENT

     AGREEMENT made this ___ day of July 2005 between Schroder Series Trust (the
"Trust"), a business Trust organized under the laws of the Commonwealth of
Massachusetts with its principal place of business at 875 Third Avenue, 22nd
Floor, New York, New York 10022, and Schroder Fund Advisors Inc. ("Schroder"), a
corporation organized under the laws of the State of New York.

     WHEREAS, the Trust is registered under the Investment Company Act of 1940,
as amended (the "1940 Act"), as an open-end management investment company and is
authorized to issue shares of beneficial interest in separate series and
classes;

     WHEREAS, the Trust has entered into various Investment Advisory Agreements
with Schroder Investment Management North America Inc. (the "Adviser"), pursuant
to which the Adviser provides investment advisory services to the Trust;

     WHEREAS, the Trust desires that Schroder perform certain administrative
services for each series of the Trust as listed in APPENDIX A hereto (each a
"Series") and each class of shares of each Series (each a "Class") and Schroder
is willing to provide those services on the terms and conditions set forth in
this Agreement;

     NOW, THEREFORE, for and in consideration of the mutual covenants and
agreements contained herein, the Trust and Schroder agree as follows:


     SECTION 1. APPOINTMENT.

     The Trust hereby appoints Schroder as administrator of the Trust and of
each Series and any Class thereof and Schroder hereby accepts such appointment,
all in accordance with the terms and conditions of this Agreement. In connection
therewith, the Trust has delivered to Schroder copies of its Agreement and
Declaration of Trust and Bylaws, the Trust's Registration Statement and all
amendments thereto filed pursuant to the Securities Act of 1933, as amended (the
"Securities Act"), or the 1940 Act (the "Registration Statement"), and the
current prospectus and statement of additional information of each Class of each
Series (collectively, as currently in effect and as amended or supplemented, the
"Prospectus"), all in such manner and to such extent as may from time to time be
authorized by the Trust's Board of Trustees (the "Board"), and shall promptly
furnish Schroder with all amendments of or supplements to the foregoing.

     SECTION 2. FURNISHING OF EXISTING ACCOUNTS AND RECORDS.

     The Trust shall promptly turn over to Schroder such of the accounts and
records



previously maintained by or for it as are necessary for Schroder to perform its
functions under this Agreement. The Trust authorizes Schroder to rely on such
accounts and records turned over to it and hereby indemnifies and will hold
Schroder, its successors and assigns, harmless of and from any and all expenses,
damages, claims, suits, liabilities, actions, demands and losses whatsoever
arising out of or in connection with any error, omission, inaccuracy or other
deficiency of such accounts and records or in the failure of the Trust to
provide any portion of such or to provide any information needed by Schroder to
knowledgeably perform its functions.

     SECTION 3. ADMINISTRATIVE DUTIES

     a)   Subject to the direction and control of the Board and in cooperation
          with the Adviser, Schroder shall provide, or oversee, as applicable,
          administrative services necessary for the Trust's operations with
          respect to each Series except those services that are the
          responsibility of the Adviser or the Series' custodian or transfer
          agent, all in such manner and to such extent as may be authorized by
          the Board.

     b)   With respect to the Trust, each Series and each Class thereof, as
          applicable, Schroder shall:

          (i)  oversee

               A.   the preparation and maintenance by the Adviser and the
                    Trust's subadministrator, custodian, transfer agent,
                    shareholder recordkeeper, dividend disbursing agent and fund
                    accountant in such form, for such periods and in such
                    locations as may be required by applicable law, of all
                    documents and records relating to the operation of the Trust
                    required to be prepared or maintained by the Trust or its
                    agents pursuant to applicable law;

               B.   the reconciliation of account information and balances among
                    the Adviser and the Trust's custodian, transfer agent,
                    shareholder recordkeeper, dividend disbursing agent and fund
                    accountant;

               C.   the transmission of purchase and redemption orders for
                    Shares;

               D.   the notification to the Adviser of available funds for
                    investment; and

               E.   the performance of fund accounting, including the
                    calculation of the net asset value of the shares;


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          (ii)   oversee the performance of administrative and professional
                 services rendered to the Trust by others, including its
                 sub-administrator, custodian, transfer agent and dividend
                 disbursing agent as well as legal, auditing and shareholder
                 servicing and other services performed for each Series or
                 Class;

          (iii)  oversee the preparation and the printing of the periodic
                 updating of the Registration Statement and Prospectus, tax
                 returns, and reports to shareholders, the Securities and
                 Exchange Commission (the "SEC") and state securities
                 commissions;

          (iv)   oversee the preparation of proxy and information statements and
                 any other communications to shareholders;

          (v)    at the request of the Board, provide the Trust with adequate
                 general office space and facilities and provide persons
                 suitable to the Board to serve as officers of the Trust;

          (vi)   provide the Trust, at the Trust's request, with the services of
                 persons who are competent to perform such supervisory or
                 administrative functions as are necessary for effective
                 operation of the Trust;

          (vii)  oversee the preparation, filing and maintenance of the Trust's
                 governing documents, including the Trust Instrument and minutes
                 of meetings of Trustees and shareholders;

          (viii) oversee with the cooperation of the Trust's counsel, the
                 Adviser, and other relevant parties, preparation and
                 dissemination of materials for meetings of the Board;

          (ix)   monitor sales of shares and ensure that such shares are
                 properly and duly registered with the SEC and applicable state
                 securities commissions;

          (x)    oversee the calculation of performance data for dissemination
                 to information services covering the investment company
                 industry, for sales literature of the Trust and other
                 appropriate purposes;

          (xi)   oversee the determination of the amount of, and supervise the
                 declaration of, dividends and oilier distributions to
                 shareholders as necessary to, among other things, maintain the
                 qualification of each Series as a regulated investment company
                 under the Internal Revenue Code of 1986, as amended, and
                 prepare and distribute to appropriate parties notices
                 announcing the declaration of dividends and other distributions
                 to shareholders; and



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          (xii)  advise the Trust and its Board on matters concerning the Trust
                 and its affairs.

     c)   Schroder shall oversee the preparation and maintenance, or cause to be
          prepared and maintained, records in such form for such periods and in
          such locations as may be required by applicable regulations, all
          documents and records relating to the services provided to the Trust
          pursuant to this Agreement required to be maintained pursuant to the
          1940 Act, rules and regulations of the SEC, the Internal Revenue
          Service and any other national, state or local government entity with
          jurisdiction over the Trust. The accounts and records pertaining to
          the Trust which are in possession of Schroder, or an entity
          subcontracted by Schroder, shall be the property of the Trust. The
          Trust, or the Trust's authorized representatives, shall have access to
          such accounts and records at all times during Schroder's, or its
          subcontractor's, normal business hours. Upon the reasonable request of
          the Trust, copies of any such accounts and records shall be provided
          promptly by Schroder to the Trust or the Trust's authorized
          representatives. In the event the Trust designates a successor to any
          of Schroder's obligations under this agreement, Schroder shall, at the
          expense and direction of the Trust, transfer to such successor all
          relevant books, records and other data established or maintained by
          Schroder, or its subcontractor, under this Agreement.

     SECTION 4. STANDARD OF CARE

     a)   Schroder, in performing under the terms and conditions of this
          Agreement, shall use its best judgment and efforts in rendering the
          services described herein, and shall incur no liability for its status
          under this agreement or for any reasonable actions taken or omitted in
          good faith. As an inducement to Schroder's undertaking to render these
          services, the Trust hereby agrees to indemnify and hold harmless
          Schroder, its employees, agents, officers and directors, from any and
          all loss, liability and expense, including any legal expenses, arising
          out of Schroder's performance under this Agreement, or status, or any
          act or omission of Schroder, its employees, agents, officers and
          directors; provided that this indemnification shall not apply to
          Schroder's actions taken or failures to act in cases of Schroder's own
          bad faith, willful misconduct or gross negligence in the performance
          of its duties under this Agreement; and further provided, that
          Schroder shall give the Trust notice and reasonable opportunity to
          defend against any such loss, claim, damage, liability or expense in
          the name of the Trust or Schroder, or both. The Trust will be entitled
          to assume the defense of any suit brought to enforce any such claim or
          demand, and to retain counsel of good standing chosen by the Trust and
          approved by Schroder, which approval shall not be withheld
          unreasonably. In the event the Trust does elect to assume the defense
          of any


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          such suit and retain counsel of good standing approved by Schroder,
          the defendant or defendants in such suit shall bear the fees and
          expenses of any additional counsel retained by any of them; but in
          case the Trust does not elect to assume the defense of any such suit,
          or in case Schroder does not approve of counsel chosen by the Trust or
          Schroder has been advised that it may have available defenses or
          claims which are not available or conflict with those available to the
          Trust, the Trust will reimburse Schroder, its employees, agents,
          officers and directors for the fees and expenses of any one law firm
          retained as counsel by Schroder or them. Schroder may, at any time,
          waive its right to indemnification under this agreement and assume its
          own defense. The provisions of paragraphs (b) through (d) of this
          Section 4 should not in any way limit the foregoing:

     b)   Schroder may rely upon the advice of the Trust or of counsel, who may
          be counsel for the Trust or counsel for Schroder, and upon statements
          of accountants, brokers and other persons believed by it in good faith
          to be expert in the matters upon which they are consulted, and
          Schroder shall not be liable to anyone for any actions taken in good
          faith upon such statements.

     c)   Schroder may act upon any oral instruction which it receives and which
          it believes in good faith was transmitted by the person or persons
          authorized by the Board of the Trust to give such oral instruction.
          Schroder shall have no duty or obligation to make any inquiry or
          effort of certification of such oral instruction.

     d)   Schroder shall not be liable for any action taken in good faith
          reliance upon any written instruction or certified copy of any
          resolution of the Board of the Trust, and Schroder may rely upon the
          genuineness of any such document or copy thereof reasonably believed
          in good faith by Schroder to have been validly executed.

     e)   Schroder may rely and shall be protected in acting upon any signature,
          instruction, request, letter of transmittal, certificate, opinion of
          counsel, statement, instrument, report, notice,consent, order, or
          other paper document believed by it to be genuine and to have been
          signed or presented by the purchaser, Trust or other proper party or
          parties.

     SECTION 5. EXPENSES

     a)   Subject to any agreement by Schroder or other person to reimburse any
          expenses of the Trust that relate to any Series, the Trust shall be
          responsible for and assume the obligation for payment of all of its
          expenses, including:

          a.   the fee payable under Section 6 hereof;

          b.   any fees payable to the Adviser;

          c.   any fees payable to Schroder;



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          d.   expenses of issue, repurchase and redemption of Shares;

          e.   interest charges, taxes and brokerage fees and commissions;

          f.   premiums of insurance for the Trust, its Trustees and officers
               and fidelity bond premiums;

          g.   fees, interest charges and expenses of third parties, including
               the Trust's custodian, transfer agent, dividend disbursing agent
               and fund accountant;


          h.   fees of pricing, interest, dividend, credit and other reporting
               services;

          i.   costs of membership in trade associations;

          j.   telecommunications expenses;

          k.   funds transmission expenses;

          l.   auditing, legal and compliance expenses;

          m.   costs of forming the Trust and maintaining its existence;

          n.   to the extent permitted by the 1940 Act, costs of preparing and
               printing the Prospectuses, subscription application forms and
               shareholder reports and delivering them to existing shareholders;

          o.   expenses of meetings of shareholders and proxy solicitations
               therefore;

          p.   costs of maintaining books of original entry for portfolio and
               fund accounting and other required books and accounts, of
               calculating the net asset value of shares of the Trust and of
               preparing tax returns;

          q.   costs of reproduction, stationery and supplies;

          r.   fees and expenses of the Trust's Trustees;

          s.   compensation of the Trust's officers and employees who are not
               employees of the Adviser or Schroder or their respective
               affiliated persons and costs of other personnel (who may be
               employees of the Adviser, Schroder or their respective affiliated
               persons) performing services for the Trust;

          t.   costs of Trustee meetings;

          u.   SEC registration fees and related expenses;

          v.   state or foreign securities laws registration fees and related
               expenses; and

          w.   all fees and expenses paid by the Trust in accordance with any
               distribution plan adopted pursuant to Rule 12b-l under the 1940
               Act or under any shareholder service plan or agreement.

     b)   If the aggregate expenses of every character incurred by, or allocated
          to, a Series in any fiscal year, other than interest, taxes, brokerage
          commissions and other portfolio transaction expenses, other
          expenditures which are capitalized in accordance with generally
          accepted accounting principles and any extraordinary expense
          (including, without limitation, litigation and indemnification
          expense), but including the fees provided for in Section 6 and under
          an Advisory Agreement with respect to a Series ("includable
          expenses"), shall exceed the expense limitations applicable to that
          Series imposed by state securities law or regulations thereunder, as
          these limitations may be raised or lowered from time to time, Schroder
          shall pay that Series an amount equal to a percentage of that excess
          ("Schroder's reimbursement"),


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          such Schroder's reimbursement to be in an amount set forth with
          respect to the Series in APPENDIX A to this Agreement. With respect to
          portions of a fiscal year in which this Agreement shall be in effect,
          the foregoing limitations shall be prorated according to the
          proportion which that portion of the fiscal year bear to the full
          fiscal year. At the end of each month of the Trust's fiscal year,
          Schroder will review the includable expenses accrued during that
          fiscal year to the end of the period and shall estimate the
          contemplated includable expenses for the balance of that fiscal year.
          If as a result of that review and estimation, it appears likely that
          the includable expenses will exceed the limitations referred to in
          this Section 5(b) for a fiscal year, the monthly fees payable to
          Schroder under this contract for such month shall be reduced, subject
          to a later reimbursement to reflect actual expenses, by an amount
          equal to a percentage (which shall be equal to Schroder's
          reimbursement) of a pro rata portion prorated on the basis of the
          remaining months of the fiscal year, including the month just ended)
          of the amount by which the includable expenses for the fiscal year
          (less an amount equal to the aggregate of actual reductions made
          pursuant to this provision with respect to prior months of the fiscal
          year) are expected to exceed the limitations provided in this Section
          5(b). For purposes of the foregoing, the value of the net assets of
          each Series shall be computed in the manner specified in Section 6,
          and any payments required to be made by Schroder shall be made once a
          year promptly after the end of the Trust's fiscal year.

     SECTION 6. COMPENSATION

     a)   In consideration of the services performed by Schroder under this
          Agreement, the Trust will pay Schroder, with respect to each Series, a
          fee at the annual rate, as listed in APPENDIX B hereto. Such fee shall
          be accrued by the Trust daily and shall be payable monthly in arrears
          on the first day of each calendar month for services performed under
          this agreement during the prior calendar month. If the fees payable
          pursuant to this provision begin to accrue before the end of any month
          or if this Agreement terminates before the end of any month, the fees
          for the period from that date to the end of that month or from the
          beginning of that month to the date of termination, as the case may
          be, shall be prorated according to the proportion that the period
          bears to the full month in which the effectiveness or termination
          occurs. Upon the termination of this Agreement, the Trust shall pay to
          Schroder such compensation as shall be payable prior to the effective
          date of such termination.

     b)   In the event that this Agreement is terminated, Schroder shall be
          reimbursed for reasonable charges and disbursements associated with
          promptly transferring to its successor as designated by the Trust the
          original or copies of all accounts and records maintained by Schroder
          under this agreement, and cooperating with, and providing reasonable
          assistance to its successor in the establishment of the accounts and
          records necessary to carry out the successor's or other person's
          responsibilities.



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     c)   Notwithstanding anything in this Agreement to the contrary, Schroder
          and its affiliated persons may receive compensation or reimbursement
          from the Trust with respect to (i) the provision of services on behalf
          of the Series in accordance with any distribution plan adopted by the
          Trust pursuant to Rule 12b-l under the 1940 Act or (ii) the provision
          of shareholder support or other services, including fund accounting
          services.

     SECTION 7. EFFECTIVENESS, DURATION AND TERMINATION

     a)   This Agreement shall become effective on the date first above written
          with respect to each Series of the Trust listed on Appendix A and
          shall relate to every other Series as of the later of the date on
          which this Agreement is amended to include such Series.

     b)   This Agreement shall continue in effect for twelve months and,
          thereafter, shall be automatically renewed each year for an additional
          term of one year.

     c)   This Agreement may be terminated with respect to a Series at any time,
          without the payment of any penalty, (i) by the Board on 60 days'
          written notice to Schroder or (ii) by Schroder on 60 days' written
          notice to the Trust. Upon receiving notice of termination by Schroder,
          the Trust shall use its best efforts to obtain a successor
          administrator. Upon receipt of written notice from the Trust of the
          appointment of a successor, and upon payment to Schroder of all fees
          owed through the effective termination date, and reimbursement for
          reasonable charges and disbursements, Schroder shall promptly transfer
          to the successor administrator the original or copies of all accounts
          and records maintained by Schroder under this agreement including, in
          the case of records maintained on computer systems, copies of such
          records in machine-readable form, and shall cooperate with, and
          provide reasonable assistance to, the successor administrator in the
          establishment of the accounts and records necessary to carry out the
          successor administrator's responsibilities. For so long as Schroder
          continues to perform any of the services contemplated by this
          Agreement after termination of this Agreement as agreed to by the
          Trust and Schroder, the provisions of Sections 4 and 6 hereof shall
          continue in full force and effect.

     SECTION 8. ACTIVITIES OF SCHRODER

     a)   Except to the extent necessary to perform Schroder's obligations under
          this Agreement, nothing herein shall be deemed to limit or restrict
          the right of Schroder, or any affiliate of Schroder, or any employee
          of the Schroder, to engage in any other business or to devote time and
          attention to the management or other aspects of any other business,
          whether of a similar or dissimilar nature, or to render services of
          any kind to any other corporation, firm, individual or association.


                                       8


     b)   Schroder may subcontract any or all of its functions or
          responsibilities pursuant to this Agreement to one or more
          corporations, trusts, firms, individuals or associations, which may be
          affiliates of Schroder, who agree to comply with the terms of this
          Agreement. Schroder may pay those persons for their services, but no
          such payment will increase Schroder's compensation from the Trust.

     SECTION 9. COOPERATION WITH INDEPENDENT ACCOUNTANTS.

     Schroder shall cooperate, if applicable, with the Trust's independent
public accountants and shall take reasonable action to make all necessary
information available to such accountants for the performance of their duties.

     SECTION 10. SERVICE DAYS.

     Nothing contained in this Agreement is intended to or shall require
Schroder, in any capacity under this agreement, to perform any functions or
duties on any day other than a business day of the Trust or of a Series.
Functions or duties normally scheduled to be performed on any day which is not a
business day of the Trust or of a Series shall be performed on, and as of, the
next business day, unless otherwise required by law.

     SECTION 11. NOTICES.

     Any notice or other communication required by or permitted to be given in
connection with this Agreement shall be in writing and shall be delivered in
person, or by first-class mail, postage prepaid, or by overnight or two-day
private mail service to the respective party. Notice to the Trust shall be given
as follows or at such other address as the Trust may designate in writing:

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

     Notice to Schroder shall be given as follows or at such other address as
Schroder may designate in writing:

     Schroder Fund Advisors Inc.
     875 Third Avenue, 22nd Floor
     New York, New York 10022

     Notices and other communications received by the parties at the addresses
listed above shall be deemed to have been properly given.

                SECTION 12. LIMITATION OF SHAREHOLDER AND TRUSTEE



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LIABILITY

     A copy of the Agreement and Declaration of Trust of the Trust is on file
with the Secretary of State of The Commonwealth of Massachusetts, and notice is
hereby given that this instrument is executed on behalf of the Trustees of the
Trust as Trustees and not individually and that the obligations of this
instrument are not binding upon any of the Trustees, officers, or shareholders
of the Trust but are binding only upon the assets and property of the Trust.

     SECTION 13. MISCELLANEOUS

     a)   No provisions of this Agreement may be amended or modified in any
          manner except by a written agreement properly authorized and executed
          by both parties hereto.

     b)   This Agreement may be executed in two or more counterparts, each of
          which, when so executed shall be deemed to be an original, but such
          counterparts shall together constitute but one and the same instrument

     c)   If any part, term or provision of this Agreement is held to be
          illegal, in conflict with any law or otherwise invalid, the remaining
          portion or portions shall be considered severable and not be affected,
          and the rights and obligations of the parties shall be construed and
          enforced as if the Agreement did not contain the particular part, term
          or provision held to be illegal or invalid.

     d)   Section and Paragraph headings in this Agreement are included for
          convenience only and are not to be used to construe or interpret this
          Agreement

     e)   This Agreement shall extend to and shall be binding upon the parties
          hereto and their respective successors and assigns; provided, however,
          that this Agreement shall not be assignable by the Trust without the
          written consent of Schroder or by Schroder, without the written
          consent of the Trust authorized or approved by a resolution of the
          Board.

     f)   This Agreement shall be governed by the laws of the State of New York.


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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day and year first above written.


                                             SCHRODER SERIES TRUST


                                             ----------------------------------
                                             Name: Mark A. Hemenetz
                                             Title: President


                                             SCHRODER FUND ADVISORS INC.


                                             ----------------------------------
                                             Name: Catherine A. Mazza
                                             Title: President


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                                   APPENDIX A

Schroder U.S. Small and Mid Cap Opportunities Fund








                                       12


                                   APPENDIX B
                               ADMINISTRATION FEES

                                              Fee As % of the Average Annual
Series of the Trust                           Daily Net Assets of the Series
-------------------                           ------------------------------

Schroder U.S. Small and Mid Cap               0.25%
Opportunities Fund






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