EX-99.(I)(II) 10 file010.htm OPINION OF ROPES & GRAY



                               Ropes & Gray LLP
                            One International Place
                        Boston, Massachusetts 02110-2624

January 11, 2006

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. 26 (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. 33-65632), 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 each of
the Trust's Schroder Global Equity Yield Fund, Schroder Global Opportunities
Fund, Schroder Emerging Market Equity Fund, Schroder Strategic Bond Fund, and,
Schroder U.S. Small and Mid Cap Opportunities Fund series (each, a "Fund," and
collectively, the "Funds"). 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, October 4, 2004, and on December 7, 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 each Fund, the Trust, on behalf of the applicable Fund, will receive the net
asset value thereof.



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                                                               January 11, 2006

     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 each 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
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                                        Ropes & Gray LLP