485APOS 1 file1.htm




     As filed with the Securities and Exchange Commission on August 24, 2006

   Investment Company Act File No. 811-7840; Securities Act File No. 33-65632

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM N-1A

           REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]

                       POST-EFFECTIVE AMENDMENT No. 32 [X]

                                     and/or
         REGISTRATION STATEMENT UNDER INVESTMENT COMPANY ACT OF 1940 [X]

                              Amendment No. 34 [X]


                              SCHRODER SERIES TRUST
             875 Third Avenue, 22nd Floor, New York, New York 10022
                                 (212) 641-3800


                             Carin F. Muhlbaum, Esq.
                Schroder Investment Management North America Inc.
                          875 Third Avenue, 22nd Floor,
                            New York, New York 10022


                                   Copies to:

                            Timothy W. Diggins, Esq.
                                Ropes & Gray LLP
                             One International Place
                        Boston, Massachusetts 02110-2624


It is proposed that this filing will become effective (check appropriate box):

[ ]  Immediately upon filing           [ ]  On (date) pursuant to
     pursuant to paragraph (b)              paragraph (b)

[X]  60 days after filing pursuant     [ ]  On (date) pursuant to
     to paragraph (a)(1)                    paragraph (a)(1)

[ ]  75 days after filing pursuant     [ ]  On (date) pursuant to
     to paragraph (a)(2)                    paragraph (a)(2) of Rule 485.

If appropriate, check the following box:

[ ]  This post-effective amendment designates a new effective date for a
     previously filed post-effective amendment.


APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC As soon as
practicable after this registration statement becomes effective.

This post-effective amendment is being filed to include prospectuses and a
statement of additional information relating to the Schroder Strategic Bond Fund
(the "Fund"). Except as otherwise specifically indicated, the amendment does not
delete or supersede any prospectus or statement of additional information in any
prior post-effective amendment, except to the extent it relates to the Fund.



[SCHRODER LOGO]

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PROSPECTUS

[         ], 2006


SCHRODER STRATEGIC BOND FUND

Investor Shares

This Prospectus describes one mutual fund offered by Schroder Series Trust (the
"Trust").

SCHRODER STRATEGIC BOND FUND seeks a high level of total return. The Fund
invests in a portfolio of debt securities of issuers across a spectrum of
sectors and markets around the world.

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

     SCHRODER STRATEGIC BOND FUND............................................1

FEES AND EXPENSES............................................................5

PRINCIPAL RISKS OF INVESTING IN THE FUND.....................................6

NON-PRINCIPAL INVESTMENT STRATEGIES AND TECHNIQUES..........................11

MANAGEMENT OF THE FUND......................................................13

HOW THE FUND'S SHARES ARE PRICED............................................14

HOW TO BUY SHARES...........................................................14

HOW TO SELL SHARES..........................................................17

EXCHANGES...................................................................19

DIVIDENDS AND DISTRIBUTIONS.................................................19

FREQUENT PURCHASES AND REDEMPTIONS OF FUND SHARES...........................20

PAYMENT OF FEES.............................................................20

TAXES.......................................................................20

DISCLOSURES OF FUND PORTFOLIO INFORMATION...................................22

USA PATRIOT ACT.............................................................22









SUMMARY INFORMATION

This summary identifies the investment objective, principal investment
strategies, and principal risks of Schroder Strategic Bond Fund (the "Fund").

SCHRODER STRATEGIC BOND FUND

o   INVESTMENT OBJECTIVE. To seek a high level of total return.


o   PRINCIPAL INVESTMENT STRATEGIES. The Fund seeks its objective by investing
in a portfolio of debt securities of issuers across a spectrum of sectors and
markets around the world. The Fund normally invests substantially all, and at
least 80%, of its net assets in debt securities. The Fund may use derivatives
for purposes of complying with this test. The Fund is a non-diversified
investment company.

The Fund may invest in any type of debt securities, including, for example,
corporate debt securities, securities issued or guaranteed by sovereign
governments, their agencies, or instrumentalities (including securities issued
by the U.S. Government, the Government National Mortgage Association, Federal
Home Loan Banks, Fannie Mae, and Freddie Mac) and mortgage-backed securities
(including collateralized mortgage obligations). The Fund may, from time to
time, invest more than 25% of its net assets in issuers in any one country or
group of countries. The Fund may also, from time to time, invest more than 25%
of its net assets in debt securities issued, guaranteed, or backed by one or
more of the following sovereign governments: Japan, Australia, Germany, France,
Canada, Italy, the United Kingdom, Sweden, Switzerland, the Netherlands,
Austria, Belgium, Spain, Portugal, Greece, Luxembourg, Finland, Denmark, and
Ireland. The Fund may make such investments when the Fund's sub-adviser
determines (considering factors such as credit quality, sector, interest rate,
and maturity) that the expected total return from such securities is sufficient
to compensate the Fund for the increased risks to the Fund of investing a
substantial amount of its net assets in securities issued, guaranteed, or backed
by one sovereign government. To the extent the Fund invests a substantial amount
of its assets in securities issued, guaranteed, or backed by one sovereign
government, events affecting that sovereign government may have a greater effect
on the Fund than if the Fund invested more broadly.


The Fund may invest in convertible securities and warrants. The Fund may invest
in securities of any maturity, but will normally seek to maintain a
dollar-weighted average portfolio duration of 10 years or less. The Fund may
invest a substantial portion of its assets in mortgage-backed and
mortgage-related securities, including collateralized mortgage obligations, and
other asset-backed securities. Asset-backed securities in which the Fund invests
may have underlying assets that include motor vehicle installment sales or
installment loan contracts, leases of various types of real and personal
property and receivables from credit card agreements.

The Fund will invest principally in securities of "investment grade" at the time
of purchase, meaning either that a nationally recognized statistical rating
organization (for example, Moody's Investor Service, Inc., Standard & Poor's
Rating Service, or Fitch Investors Service, Inc.) has rated the securities Baa3
or BBB- (or the equivalent) or better, or the Fund's sub-adviser has determined
the securities to be of comparable quality. Up to 40% of the Fund's total assets
may be invested in securities rated below "investment grade", sometimes referred
to as "junk bonds" (or, if unrated, determined by the Fund's sub-adviser to be
of comparable quality).

The Fund may (though it will not necessarily) purchase and sell interest rate
futures contracts and enter into swap transactions, foreign currency forward and
swap transactions, and options, as a substitute for cash investments, for
hedging purposes, to take a net short position in certain markets, or to adjust
the interest rate sensitivity and duration of the Fund's portfolio. The Fund may
take long or short positions in so-called credit default swaps or other credit
derivatives as an alternative to buying or selling debt securities themselves or
otherwise to increase the Fund's total return. The Fund may also invest in money
market securities when the Fund's sub-adviser expects the return on such
securities to exceed the return on securities with longer durations.



                                      -1-



The Fund's sub-adviser will normally (though it will not necessarily) hedge a
substantial portion of the Fund's foreign currency exposure back into the U.S.
dollar, in order to limit the effects of changes in foreign currencies on the
value of the Fund's portfolio.


In managing the Fund, the Fund's sub-adviser will allocate the Fund's assets
among issuers, types of securities, industries, interest rates, and geographical
regions, including emerging markets. An investment team located in London will
make top-down investment allocation decisions. Subject to the oversight of this
investment team, other investment teams located in various geographical regions
or specializing in particular types of investments will implement those asset
allocation decisions by selecting the specific securities in which the Fund will
invest. In this way, the Fund's sub-adviser attempts to construct a portfolio
representing many of the firm's "best ideas." The Fund's sub-adviser will change
asset allocations and the Fund's portfolio securities in response to changes in
its assessment of market, economic, political, and other factors. The
sub-adviser may sell securities when it believes that they no longer offer
attractive potential future returns compared to other investment opportunities
or that they present undesirable risks, or in order to limit losses on
securities that have declined in value. The Fund's sub-adviser may trade the
Fund's portfolio securities more frequently than many other mutual funds.
Frequent trading of the Fund's portfolio securities will result in relatively
high transaction costs and may result in taxable capital gains.

o    PRINCIPAL RISKS.

     o   It is possible to lose money on an investment in the Fund.

     o   FOREIGN INVESTMENT RISK. Adverse political, regulatory, market, or
     economic developments in foreign countries can affect issuers located in
     those countries. Investments in foreign countries may also be subject to
     foreign withholding taxes.

     o   FOREIGN CURRENCIES RISK. Investments in foreign securities are normally
     denominated and traded in foreign currencies. The value of the Fund's
     assets may be affected favorably or unfavorably by currency exchange rates,
     currency exchange control regulations, and restrictions or prohibitions on
     the repatriation of foreign currencies.


     o   GEOGRAPHIC FOCUS RISK. There is no limit on the amount of the Fund's
     assets that may be invested in securities of issuers domiciled in any one
     country. To the extent the Fund invests a substantial amount of its assets
     in any one country, its performance may at times be worse than the
     performance of other mutual funds that invest more broadly.

     o   ISSUER FOCUS RISK. The Fund may, from time to time, invest more than
     25% of its net assets in debt securities issued, guaranteed, or backed by
     one or more of the following sovereign governments: Japan, Australia,
     Germany, France, Canada, Italy, the United Kingdom, Sweden, Switzerland,
     the Netherlands, Austria, Belgium, Spain, Portugal, Greece, Luxembourg,
     Finland, Denmark, and Ireland. When the Fund invests a substantial amount
     of its net assets in securities issued, guaranteed, or backed by one
     sovereign government, events affecting that government may have a greater
     effect on the Fund than if the Fund invested more broadly.


     o   INTEREST RATE RISK. Interest rate increases can cause the price of a
     debt security to decrease. In addition, if a security is prepaid in a
     period of falling interest rates, the Fund may have to reinvest the
     proceeds in lower-yielding investments. Interest rate risk is generally
     greater in the case of securities with longer durations and in the case of
     portfolios of securities with longer average durations.

     o   CREDIT RISK. The ability, or perceived ability, of the issuer of a debt
     security to make timely payments of interest and principal on the security
     will affect the value of the security.

     o   INFLATION/DEFLATION RISK. Inflation risk is the risk that the value of
     the Fund's investments may decline as inflation reduces the value of money.
     Deflation risk is the risk that prices throughout the



                                      -2-


     economy may decline over time, which may have an adverse effect on the
     creditworthiness of issuers in whose securities the Fund invests.

     o   EXTENSION RISK. During periods of rising interest rates, the average
     life of certain types of securities may be extended because of slower than
     expected principal payments. This may lock in a below-market interest rate,
     increase the security's duration, and reduce the value of the security.

     o   HIGH-YIELD/JUNK BONDS RISK. Securities rated below investment grade
     ("high-yield bonds" or "junk bonds") lack outstanding investment
     characteristics and have speculative characteristics and are subject to
     greater credit and market risks than higher-rated securities. The lower
     ratings of junk bonds reflect a greater possibility that adverse changes in
     the financial condition of the issuer or in general economic conditions, or
     an unanticipated rise in interest rates, may impair the ability of the
     issuer to make payments of interest and principal. If this were to occur,
     the values of such securities held by the Fund may become more volatile.

     o   MORTGAGE AND ASSET-BACKED SECURITIES RISK. Mortgage-backed and
     asset-backed investments tend to increase in value less than other debt
     securities when interest rates decline, but are subject to similar risk of
     decline in market value during periods of rising interest rates. The values
     of mortgage-backed and asset-backed securities become more volatile as
     interest rates rise. In a period of declining interest rates, the Fund may
     be required to reinvest more frequent prepayments on mortgage-backed and
     asset-backed investments in lower-yielding investments. Asset-backed
     securities in which the Fund invests may have underlying assets that
     include motor vehicle installment sales or installment loan contracts,
     leases of various types of real and personal property and receivables from
     credit card agreements. Like mortgages underlying mortgage-backed
     securities, underlying automobile sales contracts or credit card
     receivables are subject to prepayment, which may reduce the overall return
     to certificate holders. Certificate holders may also experience delays in
     payment on the certificates if the full amounts due on underlying sales
     contracts or receivables are not realized by the trust because of
     unanticipated legal or administrative costs of enforcing the contracts or
     because of depreciation or damage to the collateral (usually automobiles)
     securing certain contracts, or other factors.

     o   U.S. GOVERNMENT SECURITIES RISK. Securities issued or guaranteed by
     certain agencies and instrumentalities of the U.S. Government are not
     supported by the full faith and credit of the United States. For example,
     mortgage-backed bonds issued by Fannie Mae or Freddie Mac are backed only
     by the credit of those issuers. Investments in these securities are also
     subject to interest rate risk (as described above under "Interest Rate
     Risk"), prepayment risk (as described above under "Mortgage and
     Asset-Backed Securities Risk"), extension risk (as described above under
     "Extension Risk"), and the risk that the value of the securities will
     fluctuate in response to political, market, or economic developments.

     o   LIQUIDITY RISK. The Fund may find it difficult to sell or to close out
     certain investments at favorable prices or times. Illiquid securities may
     be highly volatile and difficult to value.

     o   DERIVATIVES RISK. Derivative transactions typically involve leverage
     and may be highly volatile. It is possible that a derivative transaction
     will result in a loss greater than the principal amount invested, and the
     Fund may not be able to close-out a derivative transaction at a favorable
     time or price.

     o   CONVERTIBLE SECURITIES RISK. The Fund may invest in convertible
     securities, which are corporate debt securities that may be converted at
     either a stated price or stated rate into underlying shares of common
     stock, and so subject to the risks of investments in both debt securities
     and equity securities.

     o   WARRANTS RISK. The Fund may invest in bonds issued with warrants
     attached to purchase equity securities. These instruments have many
     characteristics of convertible bonds and their prices may, to some degree,
     reflect the performance of the underlying stock.



                                      -3-


     o   EMERGING MARKET SECURITIES RISK. The Fund may invest in "emerging
     market" countries whose securities markets may experience heightened levels
     of volatility. The risks of investing in emerging markets include greater
     political and economic uncertainties than in foreign developed markets,
     currency transfer restrictions, a more limited number of potential buyers,
     and an emerging market country's dependence on revenue from particular
     commodities or international aid. Additionally, the securities markets and
     legal systems in emerging market countries may only be in a developmental
     stage and may provide few, or none, of the advantages or protections of
     markets or legal systems available in more developed countries. Emerging
     market countries may experience extremely high levels of inflation, which
     may adversely affect those countries' economies, currencies, and securities
     markets. Also, emerging market issuers are often smaller and less
     well-known than larger, more widely held companies, and involve certain
     special risks associated with smaller capitalization companies.

     o   MANAGEMENT RISK. Because the Fund is actively managed, its investment
     return depends on the ability of its sub-adviser to manage its portfolio
     successfully. The Fund's sub-adviser and the investment team will apply
     investment techniques and risk analyses in making investment decisions for
     the Fund, but there can be no guarantee that these will produce the desired
     results.

     o   FREQUENT TRADING/PORTFOLIO TURNOVER RISK. Frequent trading of the
     Fund's portfolio securities will result in relatively high transaction
     costs and may result in taxable capital gains. The Fund's sub-adviser
     currently expects that the portfolio turnover rate for the Fund's current
     fiscal year will be greater than 400%.

     o   NON-DIVERSIFICATION RISK. The Fund is a non-diversified investment
     company. It may invest a greater percentage of its assets in a particular
     issuer or group of issuers than a diversified fund. To the extent the Fund
     invests a significant portion of its assets in the securities of a
     particular issuer, it will be subject to an increased risk of loss if the
     market value of the issuer's securities declines.

Performance Information. The Fund recently commenced operations and does not yet
have historical investment performance. For performance information with respect
to other investment accounts managed by the Fund's adviser, see the Statement of
Additional Information ("SAI").

                                 --------------

     Changes in investment objective and policies. The policy described above
requiring the Fund to invest at least 80% of its net assets in certain
investments may be changed by the Trustees upon at least 60 days' prior written
notice to shareholders. Except for any policy described in this prospectus or in
the SAI as fundamental, the Fund's investment objective and policies may be
changed by the Trustees without a vote of the shareholders.



                                      -4-



FEES AND EXPENSES

THIS TABLE DESCRIBES THE FEES AND EXPENSES THAT YOU MAY PAY IF YOU BUY AND HOLD
INVESTOR SHARES OF THE FUND.

SHAREHOLDER FEES (paid directly from your investment):

   MAXIMUM SALES LOAD IMPOSED ON PURCHASES                      None
   MAXIMUM DEFERRED SALES LOAD                                  None
   MAXIMUM SALES LOAD IMPOSED ON REINVESTED DIVIDENDS           None
   REDEMPTION FEE                                               2.00%(1)
     EXCHANGE FEE                                               None

(1)  Shares of the Fund held for two months or less are subject to a redemption
     fee of 2.00%.

ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from Fund assets):

------------------------------------------------------------------
                                   SCHRODER STRATEGIC BOND FUND
------------------------------------------------------------------
Management Fees (1)                0.75%
------------------------------------------------------------------
Distribution (12b-1) Fees          None
------------------------------------------------------------------
Other Expenses (1)(2)              1.21%
------------------------------------------------------------------
Total Annual Fund                  1.96%
  Operating Expenses
------------------------------------------------------------------
Less: Fee Waiver and              (0.81%)
  Expense Limitation(3)
------------------------------------------------------------------
Net Expenses (3)                   1.15%
------------------------------------------------------------------


     (1) Management Fees for the Fund include all fees payable to the Fund's
     adviser and its affiliates for investment advisory and fund administration
     services. The Fund also pays administrative fees directly to SEI
     Investments Global Fund Services, and those fees are included under "Other
     Expenses."

     (2) "Other Expenses" for the Fund are based on estimated amounts for the
     Fund's current fiscal year.


     (3) The "Net Expenses" shown for the Fund reflect the effect of a
     contractually imposed fee waiver and/or expense limitation, in effect until
     June 30, 2007, on the Total Annual Fund Operating Expenses of the Fund. In
     order to limit the expenses of the Fund's Investor Shares, the Fund's
     adviser has contractually agreed to reduce its compensation (and, if
     necessary, to pay other Fund expenses, other than interest, taxes, and
     extraordinary expenses, which may include typically non-recurring expenses
     such as, for example, organizational expenses, litigation expenses, and
     shareholder meeting expenses) until June 30, 2007 to the extent that the
     Total Annual Fund Operating Expenses of the Fund allocable to its Investor
     Shares exceed the annual rate of 1.15% (based on the average daily net
     assets attributable to the Fund's Investor Shares). Net expenses of the
     Fund's Investor Shares may be higher than 1.15% to the extent the Fund has
     such interest, taxes, or extraordinary expenses. The Fund does not
     anticipate any such expenses in its first fiscal year. The fee waiver
     and/or expense limitation for the Fund may only be terminated during its
     term by the Board of Trustees.

EXAMPLE

This Example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds.

The Example assumes that you invest $10,000 in Investor Shares of the Fund for
the time periods indicated and then redeem all of your Investor Shares at the
end of those periods. The Example also assumes that your investment earns a 5%
return each year and that the Fund's operating expenses for each year are the
same as the Fund's Total Annual Fund Operating Expenses shown above (except
that, in the first year, the operating expenses are the same as the Fund's Net
Expenses shown above). Your actual costs may be higher or lower. Based on these
assumptions, your costs would be:

--------------------------------------------------------------------------------
                                                    1 YEAR           3 YEARS
--------------------------------------------------------------------------------
SCHRODER STRATEGIC BOND FUND(1)                      $117              $537
--------------------------------------------------------------------------------

(1)  The Example assumes that you invest on June 30, 2006. If you invest after
     this date, your expenses may be higher due to a fee waiver for the Fund
     expiring one year after such date.


                                      -5-


PRINCIPAL RISKS OF INVESTING IN THE FUND

The Fund may not achieve its objective. The following provides more detail about
certain of the Fund's principal risks and the circumstances which could
adversely affect the value of the Fund's shares or its investment return.

     o    INTEREST RATE RISK. The values of bonds and other debt instruments
          usually rise and fall in response to changes in interest rates.
          Declining interest rates generally increase the values of existing
          debt instruments, and rising interest rates generally reduce the value
          of existing debt instruments. Interest rate risk is generally greater
          for investments with longer durations or maturities. Some investments
          give the issuer the option to call or redeem an investment before its
          maturity date. If an issuer calls or redeems an investment during a
          time of declining interest rates, the Fund might have to reinvest the
          proceeds in an investment offering a lower yield, and therefore might
          not benefit from any increase in value as a result of declining
          interest rates.

     o    CREDIT RISK. The ability, or perceived ability, of the issuer of a
          debt security to make timely payments of interest and principal on the
          security will affect the value of the security. It is possible that
          the ability of an issuer to meet its obligations will decline
          substantially during the period when the Fund owns securities of that
          issuer, or that the issuer will default on its obligations. An actual
          or perceived deterioration in the ability of an issuer to meet its
          obligations will likely have an adverse effect on the value of the
          issuer's securities.

          Up to 40% of the Fund's total assets may be invested in securities
          rated below "investment grade", sometimes referred to as "junk bonds"
          (or, if unrated, determined by the Fund's adviser to be of comparable
          quality). If a security has been rated by more than one nationally
          recognized statistical rating organization the Fund's adviser will
          consider the highest rating for the purposes of determining whether
          the security is of "investment grade." The Fund will not necessarily
          dispose of a security held by it if its rating falls below investment
          grade, although the Fund's adviser will consider whether the security
          continues to be an appropriate investment for the Fund. The Fund
          considers whether a security is of "investment grade" only at the time
          of purchase.

          Credit risk is generally greater for investments issued at less than
          their face values and required to make interest payments only at
          maturity rather than at intervals during the life of the investment.
          Credit rating agencies base their ratings largely on the issuer's
          historical financial condition and the rating agencies' investment
          analysis at the time of rating. The rating assigned to any particular
          investment does not necessarily reflect the issuer's current financial
          condition, and does not reflect an assessment of an investment's
          volatility or liquidity. Although investment grade investments
          generally have lower credit risk than investments rated below
          investment grade, they may share some of the risks of lower-rated
          investments, including the possibility that the issuers may be unable
          to make timely payments of interest and principal and thus default.

     o    HIGH-YIELD/JUNK BONDS RISK. The Fund may invest up to 40% of its total
          assets in securities rated below "investment grade" (commonly known as
          "junk bonds") (or, if unrated, determined by the Fund's adviser to be
          of comparable quality) (see "Credit Risk", above), although normally
          the Fund will not invest in securities unless a nationally recognized
          statistical rating organization (for example, Moody's Investor
          Service, Inc., Standard & Poor's Rating Service, or Fitch Investors
          Service, Inc.) has rated the securities CC- (or the equivalent) or
          better, or the Fund's adviser has determined the securities to be of
          comparable quality. The lower ratings of certain securities held by
          the Fund reflect a greater possibility that adverse changes in the
          financial condition of the issuer or in general economic conditions,
          or both, or an unanticipated rise in interest rates, may impair the
          ability of the issuer to make payments of interest and principal. The
          inability (or perceived inability) of issuers to make timely payment
          of interest and principal would likely make the values of securities
          held by the Fund more volatile and could limit the Fund's ability to
          sell its securities at prices approximating the values the Fund has
          placed on such securities. In the absence of a liquid trading market
          for securities held by them, the Fund at times may be unable to
          establish the fair value of such securities. To the extent the Fund
          invests in securities in the lower


                                      -6-


          rating categories, the achievement of the Fund's goals is more
          dependent on the Fund adviser's investment analysis than would be the
          case if the Fund was investing in securities in the higher rating
          categories.

     o    EXTENSION RISK. During periods of rising interest rates, the average
          life of certain types of securities may be extended because of slower
          than expected principal payments. This may lock in a below-market
          interest rate, increase the security's duration, and reduce the value
          of the security.

     o    INFLATION/DEFLATION RISK. Inflation risk is the risk that the Fund's
          assets or income from the Fund's investments may be worth less in the
          future as inflation decreases the value of money. As inflation
          increases, the real value of the Fund's portfolio could decline.
          Deflation risk is the risk that prices throughout the economy may
          decline over time - the opposite of inflation. Deflation may have an
          adverse effect on the creditworthiness of issuers and may make issuer
          default more likely, which may result in a decline in the value of the
          Fund's portfolio.

     o    MORTGAGE AND ASSET-BACKED SECURITIES RISK. Mortgage-backed securities,
          including collateralized mortgage obligations and certain stripped
          mortgage-backed securities, represent a participation in, or are
          secured by, mortgage loans. Asset-backed securities are structured
          like mortgage-backed securities, but instead of mortgage loans or
          interests in mortgage loans, the underlying assets may include such
          items as motor vehicle installment sales or installment loan
          contracts, leases of various types of real and personal property and
          receivables from credit card agreements. The ability of an issuer of
          asset-backed securities to enforce its security interest in the
          underlying assets may be limited. Traditional debt investments
          typically pay a fixed rate of interest until maturity, when the entire
          principal amount is due. By contrast, payments on mortgage-backed and
          many asset-backed investments typically include both interest and
          partial payment of principal. Principal may also be prepaid
          voluntarily, or as a result of refinancing or foreclosure. The Fund
          may have to invest the proceeds from prepaid investments in other
          investments with less attractive terms and yields. As a result, these
          securities may have less potential for capital appreciation during
          periods of declining interest rates than other securities of
          comparable maturities, although they may have a similar risk of
          decline in market value during periods of rising interest rates.
          Because the prepayment rate generally declines as interest rates rise,
          an increase in interest rates will likely increase the duration, and
          thus the volatility, of mortgage-backed and asset-backed securities.
          Duration is a measure of the expected life of a fixed income security
          that is used to determine the sensitivity of the security's price to
          changes in interest rates. Unlike the maturity of a fixed income
          security, which measures only the time until final payment is due,
          duration takes into account the time until all payments of interest
          and principal on a security are expected to be made, including how
          these payments are affected by prepayments and by changes in interest
          rates. Some mortgage-backed and asset-backed investments receive only
          the interest portion ("IOs") or the principal portion ("POs") of
          payments on the underlying assets. The yields and values of these
          investments are extremely sensitive to changes in interest rates and
          in the rate of principal payments on the underlying assets. IOs tend
          to decrease in value if interest rates decline and rates of repayment
          (including prepayment) on the underlying mortgages or assets increase;
          it is possible that the Fund may lose the entire amount of its
          investment in an IO due to a decrease in interest rates. Conversely,
          POs tend to decrease in value if interest rates rise and rates of
          repayment decrease. Moreover, the market for IOs and POs may be
          volatile and limited, which may make them difficult for the Fund to
          buy or sell. The Fund may gain investment exposure to mortgage-backed
          and asset-backed investments by entering into agreements with
          financial institutions to buy the investments at a fixed price at a
          future date. The Fund may or may not take delivery of the investments
          at the termination date of such an agreement, but will nonetheless be
          exposed to changes in value of the underlying investments during the
          term of the agreement.

     o    LIQUIDITY RISK. Liquidity risk exists when particular investments are
          difficult to purchase or sell. The Fund's investments in illiquid
          securities may reduce the returns of the Fund because it may



                                      -7-


          be unable to sell the illiquid securities at an advantageous time or
          price. Investments in foreign securities, derivatives, or securities
          with substantial market and/or credit risk tend to have the greatest
          exposure to liquidity risk. Illiquid securities may be highly volatile
          and difficult to value.

     o    DERIVATIVES RISK. Derivatives are financial contracts whose value
          depends on, or derives from, the value of an underlying asset,
          reference rate, or index. The Fund's use of derivative instruments
          involves risks different from, and possibly greater than, the risks
          associated with investing directly in securities and other traditional
          investments. Derivatives are subject to a number of risks described
          elsewhere in this section, such as liquidity risk, interest rate risk,
          and credit risk, and the risk that a derivative transaction may not
          have the effect the Fund's sub-adviser anticipated. Derivatives also
          involve the risk of mispricing or improper valuation and the risk that
          changes in the value of the derivative may not correlate perfectly
          with the underlying asset, rate, or index. Derivative transactions
          typically involve leverage and may be highly volatile. Use of
          derivatives other than for hedging purposes may be considered
          speculative, and when the Fund invests in a derivative instrument it
          could lose more than the principal amount invested. Also, suitable
          derivative transactions may not be available in all circumstances and
          there can be no assurance that the Fund will engage in these
          transactions to reduce exposure to other risks when that would be
          beneficial. Many derivative transactions are entered into "over the
          counter" (not on an exchange or contract market); as a result, the
          value of such a derivative transaction will depend on the ability and
          willingness of the Fund's counterparty to perform its obligations
          under the transaction. The Fund may be required to segregate certain
          of its assets on the books of its custodian in respect of derivatives
          transactions entered into by the Fund. See the Fund's SAI for more
          information.

     o    CONVERTIBLE SECURITIES RISK. The Fund may invest in convertible
          securities, which are corporate debt securities that may be converted
          at either a stated price or stated rate into underlying shares of
          common stock, and so subject to the risks of investments in both debt
          securities and equity securities. The market value of convertible
          securities tends to decline as interest rates increase and,
          conversely, tends to increase as interest rates decline. In addition,
          because of the conversion feature, the market value of convertible
          securities tends to vary with fluctuations in the market value of the
          underlying common stocks and, therefore, also will react to variations
          in the general market for equity securities.

     o    WARRANTS RISK. The Fund may invest in bonds issued with warrants
          attached to purchase equity securities. These instruments have many
          characteristics of convertible bonds and their prices may, to some
          degree, reflect the performance of the underlying stock.

     o    FOREIGN INVESTMENT RISK. Investments in foreign securities entail
          certain risks. There may be a possibility of nationalization or
          expropriation of assets, confiscatory taxation, political or financial
          instability, and diplomatic developments that could affect the value
          of the Fund's investments in certain foreign countries. In addition,
          there may be less information publicly available about a foreign
          issuer than about a U.S. issuer, and foreign issuers are not generally
          subject to accounting, auditing, and financial reporting standards and
          practices comparable to those in the United States. The securities of
          some foreign issuers are less liquid and at times more volatile than
          securities of comparable U.S. issuers. Foreign brokerage commissions
          and other fees are also generally higher than in the United States.
          Foreign settlement procedures and trade regulations may involve
          certain risks (such as delay in payment or delivery of securities or
          in the recovery of the Fund's assets held abroad) and expenses not
          present in the settlement of domestic investments.

          In addition, legal remedies available to investors in certain foreign
          countries may be more limited than those available to investors in the
          United States or in other foreign countries. The willingness and
          ability of foreign governmental entities to pay principal and interest
          on government securities depends on various economic factors,
          including the issuer's balance of payments, overall debt level, and
          cash-flow considerations related to the availability of tax or other
          revenues to satisfy


                                      -8-


          the issuer's obligations. If a foreign governmental entity defaults on
          its obligations on the securities, the Fund may have limited recourse
          available to it. The laws of some foreign countries may limit the
          Fund's ability to invest in securities of certain issuers located in
          those countries.

          Special tax considerations apply to the Fund's investments in foreign
          securities. In determining whether to invest the Fund's assets in debt
          securities of foreign issuers, the Fund's sub-adviser considers the
          likely impact of foreign taxes on the net yield available to the Fund
          and its shareholders. Income and/or gains received by the Fund from
          sources within foreign countries may be reduced by withholding and
          other taxes imposed by such countries. Tax conventions between certain
          countries and the United States may reduce or eliminate such taxes.
          Any such taxes paid by the Fund will reduce its income available for
          distribution to shareholders. In certain circumstances, the Fund may
          be able to pass through to shareholders credits for foreign taxes
          paid. Certain of these risks may also apply to some extent to
          investments in U.S. companies that are traded in foreign markets, or
          investments in U.S. companies that have significant foreign
          operations.

          In addition, the Fund's investments in foreign securities or foreign
          currencies may increase or accelerate the Fund's recognition of
          ordinary income and may affect the timing or character of the Fund's
          distributions.

     o    FOREIGN CURRENCIES RISK. Since foreign securities normally are
          denominated and traded in foreign currencies, the value of the Fund's
          assets may be affected favorably or unfavorably by currency exchange
          rates, currency exchange control regulations, foreign withholding
          taxes, and restrictions or prohibitions on the repatriation of foreign
          currencies. The Fund may, but is not required to, buy or sell foreign
          currencies and options and futures contracts on foreign currencies for
          hedging purposes in connection with its foreign investments.

          If the Fund purchases securities denominated in foreign currencies, a
          change in the value of any such currency against the U.S. dollar will
          result in a change in the U.S. dollar value of the Fund's assets and
          the Fund's income available for distribution. Officials in foreign
          countries may from time to time take actions in respect of their
          currencies which could significantly affect the value of the Fund's
          assets denominated in those currencies or the liquidity of such
          investments. For example, a foreign government may unilaterally
          devalue its currency against other currencies, which would typically
          have the effect of reducing the U.S. dollar value of investments
          denominated in that currency. A foreign government may also limit the
          convertibility or repatriation of its currency or assets denominated
          in its currency, which would adversely affect the U.S. dollar value
          and liquidity of investments denominated in that currency. In
          addition, although at times most of the Fund's income may be received
          or realized in these currencies, the Fund will be required to compute
          and distribute its income in U.S. dollars. As a result, if the
          exchange rate for any such currency declines after the Fund's income
          has been earned and translated into U.S. dollars but before payment to
          shareholders, the Fund could be required to liquidate portfolio
          securities to make such distributions. Similarly, if the Fund incurs
          an expense in U.S. dollars and the exchange rate declines before the
          expense is paid, the Fund would have to convert a greater amount of
          U.S. dollars to pay for the expense at that time than it would have
          had to convert at the time the Fund incurred the expense. The Fund
          may, but is not required to, buy or sell foreign currencies and
          options and futures contracts on foreign currencies for hedging
          purposes in connection with its foreign investments.

     o    EMERGING MARKET SECURITIES RISK. Investing in emerging market
          securities poses risks different from, and/or greater than, risks of
          investing in domestic securities or in the securities of foreign,
          developed countries. These risks include: smaller market
          capitalization of securities markets, which may suffer periods of
          relative illiquidity; significant price volatility; restrictions on
          foreign investment; and possible repatriation of investment income and
          capital. In addition, foreign investors may be required to register
          the proceeds of sales, and future economic or political crises could
          lead to price controls, forced mergers, expropriation or confiscatory
          taxation, seizure,



                                      -9-


          nationalization or the creation of government monopolies. The
          currencies of emerging market countries may experience significant
          declines against the U.S. dollar, and devaluation may occur subsequent
          to investments in these currencies by the Fund. Inflation and rapid
          fluctuations in inflation rates have had, and may continue to have,
          negative effects on the economies and securities markets of certain
          emerging market countries. Although many of the emerging market
          securities in which the Fund may invest are traded on securities
          exchanges, they may trade in limited volume, and the exchanges may not
          provide all of the conveniences or protections provided by securities
          exchanges in more developed markets.

          Additional risks of emerging market securities may include: greater
          social, economic and political uncertainty and instability; more
          substantial governmental involvement in the economy; less governmental
          supervision and regulation; unavailability of currency hedging
          techniques; companies that are newly organized and small; differences
          in auditing and financial reporting standards, which may result in
          unavailability of material information about issuers; and less
          developed legal systems. In addition, emerging securities markets may
          have different clearance and settlement procedures, which may be
          unable to keep pace with the volume of securities transactions or
          otherwise make it difficult to engage in such transactions. Settlement
          problems may cause the Fund to miss attractive investment
          opportunities, hold a portion of its assets in cash pending
          investment, or be delayed in disposing of a portfolio security. Such a
          delay could result in possible liability to a purchaser of the
          security.


     o    GEOGRAPHIC FOCUS RISK. There is no limit on the amount of the Fund's
          assets that may be invested in securities of issuers domiciled in any
          one country. To the extent the Fund invests a substantial amount of
          its assets in any one country, its performance may at times be worse
          than the performance of other mutual funds that invest more broadly.

     o    ISSUER FOCUS RISK. The Fund may, from time to time, invest more than
          25% of its net assets in debt securities issued, guaranteed, or backed
          by one or more of the following sovereign governments: Japan,
          Australia, Germany, France, Canada, Italy, the United Kingdom, Sweden,
          Switzerland, the Netherlands, Austria, Belgium, Spain, Portugal,
          Greece, Luxembourg, Finland, Denmark, and Ireland. When the Fund
          invests a substantial amount of its net assets in securities issued,
          guaranteed, or backed by one sovereign government, events affecting
          that government may have a greater effect on the Fund than if the Fund
          invested more broadly.


     o    MANAGEMENT RISK. Because the Fund is actively managed, the Fund's
          investment return depends on the ability of its sub-adviser to manage
          its portfolio successfully. The Fund's sub-adviser and its investment
          team will apply investment techniques and risk analyses in making
          investment decisions for the Fund, but there can be no guarantee that
          these will produce the desired results.


     o    FREQUENT TRADING / PORTFOLIO TURNOVER RISK. The length of time the
          Fund has held a particular security is not generally a consideration
          in investment decisions. The investment policies of the Fund may lead
          to frequent changes in the Fund's investments, particularly in periods
          of volatile market movements, in order to take advantage of what the
          Fund's sub-adviser believes to be temporary disparities in normal
          yield relationships between securities. A change in the securities
          held by the Fund is known as "portfolio turnover." Portfolio turnover
          generally involves some expense to the Fund, including bid-asked
          spreads, dealer mark-ups and other transaction costs on the sale of
          securities and reinvestments in other securities, and may result in
          the realization of taxable capital gains (including short-term gains,
          which are generally taxed to shareholders at ordinary income rates).
          The trading costs and tax effects associated with portfolio turnover
          may adversely affect the Fund's performance. During periods when the
          Fund experiences high portfolio turnover rates, these effects are
          likely to be more pronounced. The Fund's sub-adviser currently expects
          that the portfolio turnover rate for the current fiscal year will be
          greater than 400% for the Fund. Consult your tax advisor regarding the
          Fund's portfolio turnover rate on your investments.




                                      -10-


     o    U.S. GOVERNMENT SECURITIES RISK. U.S. Government securities include a
          variety of securities that differ in their interest rates, maturities,
          and dates of issue. While securities issued or guaranteed by some
          agencies or instrumentalities of the U.S. Government (such as the
          Government National Mortgage Association) are supported by the full
          faith and credit of the United States, securities issued or guaranteed
          by certain other agencies or instrumentalities of the U.S. Government
          (such as Federal Home Loan Banks) are supported by the right of the
          issuer to borrow from the U.S. Government, and securities issued or
          guaranteed by certain other agencies and instrumentalities of the U.S.
          Government (such as Fannie Mae and Freddie Mac) are supported only by
          the credit of the issuer itself. Investments in these securities are
          also subject to interest rate risk (as described above under "Interest
          Rate Risk"), prepayment risk (as described above under "Mortgage and
          Asset-Backed Securities Risk"), extension risk (as described above
          under "Extension Risk"), and the risk that the value of the securities
          will fluctuate in response to political, market, or economic
          developments.

     o    NON-DIVERSIFICATION RISK. The Fund is a non-diversified investment
          company. It therefore may invest a greater percentage of its assets in
          a particular issuer or group of issuers than a diversified fund. To
          the extent the Fund invests a significant portion of its assets in the
          securities of a particular issuer, it will be subject to an increased
          risk of loss if the market value of the issuer's securities declines.


NON-PRINCIPAL INVESTMENT STRATEGIES AND TECHNIQUES

     In addition to the principal investment strategies described in the
Principal Investment Strategies section above, the Fund may at times, but is not
required to, use the strategies and techniques described below, which involve
certain special risks. This Prospectus does not attempt to disclose all of the
various investment techniques and types of securities that the Fund's
sub-adviser might use in managing the Fund. As in any mutual fund, investors
must rely on the professional investment judgment and skill of the Fund's
adviser.

     o    SHORT SALES. The Fund may sell a security short when the Fund's
          sub-adviser anticipates that the price of the security will decline.
          The Fund may make a profit or incur a loss depending on whether the
          market price of the security decreases or increases between the date
          of the short sale and the date on which the Fund "closes" the short
          position. A short position will result in a loss if the market price
          of the security in question increases between the date when the Fund
          enters into the short position and the date when the Fund closes the
          short position. Such a loss could theoretically be unlimited in a case
          where such Fund is unable, for whatever reason, to close out its short
          position. In addition, short positions may result in a loss if a
          portfolio strategy of which the short position is a part is otherwise
          unsuccessful.

     o    WHEN-ISSUED, DELAYED DELIVERY, AND FORWARD COMMITMENT TRANSACTIONS.
          The Fund may purchase securities on a when-issued, delayed delivery,
          or forward commitment basis. These transactions involve a commitment
          by the Fund to purchase a security for a predetermined price or yield,
          with payments and delivery taking place more than seven days in the
          future, or after a period longer than the customary settlement period
          for that type of security. These transactions may increase the overall
          investment exposure for the Fund and involve a risk of loss if the
          value of the securities declines prior to the settlement date.

     o    SECURITIES LOANS AND REPURCHASE AGREEMENTS. The Fund may lend
          portfolio securities to broker-dealers, and may enter into repurchase
          agreements. These transactions must be fully collateralized at all
          times, but involve some risk to the Fund if the other party should
          default on its obligation and the Fund is delayed or prevented from
          recovering the collateral. The Fund may enter into securities loans
          and repurchase agreements as a non-principal investment strategy, as a
          way to recognize additional current income on securities that it owns.



                                      -11-


     o    TEMPORARY DEFENSIVE STRATEGIES. At times, the Fund's sub-adviser may
          judge that conditions in the securities markets make pursuing the
          Fund's investment strategy inconsistent with the best interests of its
          shareholders. At such times, the Fund's sub-adviser may, but is not
          required to, take temporary "defensive" positions that are
          inconsistent with the Fund's principal investment strategies in
          attempting to respond to adverse market, economic, political, or other
          conditions. In implementing these defensive strategies, the Fund would
          invest in investment grade fixed income securities, cash or money
          market instruments to any extent the Fund's sub-adviser considers
          consistent with such defensive strategies. It is impossible to predict
          when, or for how long, the Fund would use these alternate strategies.
          One risk of taking such temporary defensive positions is that the Fund
          may not achieve its investment objective.

     o    PRICING. At times market conditions might make it hard to value some
          investments. If the Fund has valued securities it holds too high, you
          may end up paying too much for the Fund's shares when you buy into the
          Fund. If the Fund underestimates the price of its portfolio
          securities, you may not receive the full market value for your Fund
          shares when you sell. To the extent the Fund relies on a pricing
          service to value some or all of its portfolio securities, it is
          possible that the pricing information provided by the service will not
          reflect the actual price the Fund would receive upon a sale of the
          security.

     o    OTHER INVESTMENTS. The Fund may also invest in other types of
          securities and utilize a variety of investment techniques and
          strategies that are not described in this Prospectus. These securities
          and techniques may subject the Fund to additional risks. Please see
          the SAI for additional information about the securities and investment
          techniques described in this Prospectus and about additional
          techniques and strategies that may be used by the Fund.

     o    SECURITIES IN DEFAULT. The Fund may invest in securities that are in
          default. Securities that are in default are subject generally to the
          risks described above under "Principal Risks of Investing in the Fund
          - High-Yield/Junk Bonds Risk", and which offer little or no prospect
          for the payment of the full amount of unpaid principal and interest,
          although normally the Fund will not invest in securities unless a
          nationally recognized statistical rating organization (for example,
          Moody's Investor Service, Inc., Standard & Poor's Rating Service, or
          Fitch Investors Service, Inc.) has rated the securities CC- (or the
          equivalent) or better, or the Fund's adviser has determined the
          securities to be of comparable quality.

     o    PERCENTAGE INVESTMENT LIMITATIONS. Unless otherwise noted, all
          percentage limitations on Fund investments will apply at the time of
          investment, including the requirement that the Fund normally invest at
          least 80% of its net assets in debt securities. An investment by the
          Fund would not be considered to violate any percentage limitation
          unless an excess or deficiency were to occur or exist immediately
          after and as a result of an investment. References in the discussion
          of the Fund's investment policies above to 80% of the Fund's net
          assets refer to that percentage of the aggregate of the Fund's net
          assets and the amount, if any, of borrowings by the Fund for
          investment purposes.

     o    PRIVATE PLACEMENTS AND RESTRICTED SECURITIES. The Fund may invest in
          securities that are purchased in private placements. Because there may
          be relatively few potential purchasers for such investments,
          especially under adverse market or economic conditions or in the event
          of adverse changes in the financial condition of the issuer, the Fund
          could find it more difficult to sell such securities when the Fund's
          adviser believes it advisable to do so or may be able to sell such
          securities only at prices lower than if such securities were more
          widely held. At times, it may also be more difficult to determine the
          fair value of such securities for purposes of computing the Fund's net
          asset value. The Fund's sale of such investments may also be
          restricted under securities laws. In the event that the Trustees, or
          persons designated by the Trustees, determine that a security is
          "readily marketable" pursuant to these procedures, and the Fund is not
          able to sell such security at the price that such persons anticipate,
          the Fund's net asset value will decrease.


                                      -12-


MANAGEMENT OF THE FUND

The Trust is governed by a Board of Trustees. The Board of Trustees of the Trust
has retained Schroder Investment Management North America Inc. ("Schroders") to
serve as the Fund's adviser and to manage the investments of the Fund. Subject
to the control of the Board of Trustees, Schroders also manages the Fund's other
affairs and business.

Schroder Investment Management North America Limited ("SIMNA Ltd."), an
affiliate of Schroders, serves as sub-adviser responsible for portfolio
management of the Fund.


Schroders (itself and its predecessors) has been an investment manager since
1962, and serves as investment adviser to the Fund and as investment adviser to
other mutual funds and a broad range of institutional investors. Schroders plc,
Schroders' ultimate parent, is a global asset management company with
approximately $223.2 billion under management as of March 31, 2006. Schroders
and its affiliates have clients that are major financial institutions including
banks and insurance companies, public and private pension funds, endowments and
foundations, high net worth individuals, financial intermediaries and retail
investors. Schroders plc has one of the largest networks of offices of any
dedicated asset management company and over 300 portfolio managers and analysts
covering the world's investment markets.

     o    MANAGEMENT FEES. The Fund expects to pay management fees for
          investment management services to Schroders at the annual rate (based
          on the Fund's average daily net assets) of 0.75%. As compensation for
          SIMNA Ltd.'s services as sub-adviser, Schroders pays to SIMNA Ltd.
          fifty percent of the management fees Schroders receives from the Fund.


     o    EXPENSE LIMITATIONS AND WAIVERS. In order to limit the expenses of the
          Fund, Schroders has contractually agreed to reduce its compensation
          (and, if necessary, to pay other Fund expenses, other than interest,
          taxes, and extraordinary expenses, which may include typically
          non-recurring expenses such as, for example, organizational expenses,
          litigation expenses, and shareholder meeting expenses) until June 30,
          2007 to the extent that the Total Annual Fund Operating Expenses of
          the Fund allocable to its Investor Shares exceed the annual rate of
          1.15% (based on the average daily net assets attributable to the
          Fund's Investor Shares).

     o    PORTFOLIO MANAGEMENT. The following portfolio managers at Schroders
          and SIMNA Ltd. have primary responsibility for making investment
          decisions for the Fund. Each portfolio manager's recent professional
          experience is also shown. The Fund's SAI provides additional
          information about each portfolio manager's compensation, other
          accounts managed by the portfolio managers, and each portfolio
          manager's ownership of securities in the Fund.




          FUND                   NAME               TITLE             SINCE        RECENT PROFESSIONAL EXPERIENCE

Schroder Strategic Bond     Robert Michele,   Global Head of     Inception (June   Mr. Michele is Global Head of
Fund                        CFA               Fixed Income       30, 2006)         Fixed Income of Schroders. He
                                                                                   has been an employee of
                                                                                   Schroders since 1998.

Schroder Strategic Bond     Louise Davies     Portfolio Manager  Inception (June   Ms. Davies is a Portfolio
Fund                                                             30, 2006)         Manager of Schroders. She has
                                                                                   been an employee of Schroders
                                                                                   since 1999.




                                      -13-


HOW THE FUND'S SHARES ARE PRICED


The Fund calculates the net asset value of its Investor Shares by dividing the
total value of its assets attributable to its Investor Shares, less its
liabilities attributable to those shares, by the number of Investor Shares
outstanding. The Fund values its Investor Shares as of the close of trading on
the New York Stock Exchange (the "Exchange") (normally 4:00 p.m., Eastern Time)
each day the Exchange is open. The Trust expects that days, other than weekend
days, when the Exchange will not be open are New Year's Day, Martin Luther King,
Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor
Day, Thanksgiving Day, and Christmas Day. Securities for which market quotations
are readily available are valued at prices which, in the opinion of Schroders,
most nearly represent the market values of such securities. Securities for which
market values are not readily available, or for which the Fund's adviser
believes the market value is unreliable (including, for example, certain foreign
securities, thinly traded securities, initial public offerings, or when there is
a particular event that may affect the value of a security), are valued by
Schroders at their fair values pursuant to guidelines established by the Board
of Trustees, and under the ultimate supervision of the Board of Trustees,
generally by reference to other securities or indexes. For instance, a pricing
service may recommend a fair value based generally on prices of comparable
securities. Unlisted securities for which market quotations are readily
available generally are valued at the most recently reported sale prices on any
day or, in the absence of a reported sale price, at mid-market prices. Options
and futures contracts traded on a securities exchange or board of trade
generally are valued at the last reported sales price or, in the absence of a
sale, at the closing mid-market price on the principal exchange where they are
traded. Options and futures not traded on a securities exchange or board of
trade for which over-the-counter market quotations are readily available shall
be valued at the most recently reported mid-market price. If such prices are not
available, unlisted securities and derivatives are valued by Schroders at their
fair values based on quotations from dealers, and if such quotations are not
available based on factors in the market where such securities trade, such as
security and bond prices, interest rates, and currency exchange rates. The Fund
may invest in foreign securities that are primarily listed on foreign exchanges
that trade on weekends and other days when the Fund does not price its shares.
As a result, the value of the Fund's portfolio securities may change on days
when the price of the Fund's shares is not calculated. The price of the Fund's
shares will reflect any such changes when the price of the Fund's shares is next
calculated, which is the next day the Exchange is open. The Fund may use fair
value pricing more frequently for securities primarily traded in non-U.S.
markets because, among other things, most foreign markets close well before the
Fund values its securities. The earlier close of these foreign markets gives
rise to the possibility that significant events, including broad market moves,
may have occurred in the interim. The Fund's investments may be priced based on
fair values provided by a third party fair valuation vendor, based on certain
factors and methodologies applied by such vendor, in the event that there is
movement in the U.S. market that exceeds a specific threshold established by the
Schroders' Fair Value Committee in consultation with the Board of Trustees.
Short-term investments that will mature within 60 days are valued by Schroders
using amortized cost pursuant to procedures adopted by the Board of Trustees.
The net asset value of the Fund's Investor Shares may differ from that of its
Advisor Shares due to differences in the expenses of Investor Shares and Advisor
Shares.


HOW TO BUY SHARES

The Trust, through its distributor, Schroder Fund Advisors Inc., sells Investor
Shares of the Fund at their net asset value without any sales charges or loads,
so that the full amount of your purchase payment is invested in the Fund.

You may purchase Investor Shares of the Fund by completing the Account
Application that accompanies this Prospectus, and sending payment by check or
wire as described below. Acceptance of your order will be delayed pending
receipt of additional documentation, such as copies of corporate resolutions and
instruments of authority from corporations, administrators, executors, personal
representatives, directors, or custodians.



                                      -14-


The Fund sells its Investor Shares at their net asset value next determined
after the Fund, its transfer agent, Boston Financial Data Services, Inc.
("BFDS"), or an authorized broker or financial institution (as described below)
receives your request in good order (meaning that the request meets the
requirements set out below and in the Account Application, and otherwise meets
the requirements implemented from time to time by the Fund's transfer agent or
the Fund). In order for you to receive the Fund's next determined net asset
value, the Fund, BFDS or the authorized broker or financial institution must
receive your order before the close of trading on the Exchange (normally 4:00
p.m., Eastern Time). The Trust reserves the right to reject any order to
purchase Investor Shares of any of its Funds. The Trust generally expects to
inform any persons that their purchase has been rejected within 24 hours.

The minimum investments for initial and additional purchases of Investor Shares
of the Fund are as follows:

                                  INITIAL INVESTMENT      ADDITIONAL INVESTMENTS
REGULAR ACCOUNTS                       $250,000                   $1,000

The Trust may, in its sole discretion, waive these minimum initial or subsequent
investment amounts for share purchases by: an employee of Schroders, any of its
affiliates or a financial intermediary authorized to sell shares of the Fund, or
such employee's spouse or life partner, or children or step-children age 21 or
younger; investment advisory clients of Schroders; and current or former
Trustees. For share purchases made through certain fund networks or other
financial intermediaries, the investment minimums associated with the policies
and programs of the fund network or financial intermediary will apply.

Investor Shares of the Fund are intended for purchase by investors making a
minimum initial investment of $250,000 and purchasing shares directly from the
Fund. Advisor Shares of the Fund are offered through another prospectus and are
intended for investors making a minimum initial investment of $2,500 through a
regular account or a traditional or Roth IRA and purchasing shares through a
financial intermediary.

The Fund does not issue share certificates.

The Trust may suspend the offering of Investor Shares of the Fund for any period
of time. The Trust may change any investment minimum from time to time.

Purchases by check. You may purchase Investor Shares of the Fund by mailing a
check (in U.S. dollars) payable to the Fund. If you wish to purchase Investor
Shares of two or more Funds, make your check payable to Schroder Mutual Funds
and include written instructions as to how the amount of your check should be
allocated among the Funds whose shares you are purchasing. Schroder Mutual Funds
will not accept third-party checks or starter checks. You should direct your
check and your completed Account Application as follows:

REGULAR MAIL                        OVERNIGHT OR EXPRESS MAIL
Schroder Mutual Funds               Boston Financial Data Services, Inc.
P.O. Box 8507                       Attn: Schroder Mutual Funds
Boston, MA 02266                    66 Brooks Drive
                                    Braintree, MA  02184

For initial purchases, a completed Account Application must accompany your
check.

Purchases by bank wire. If you make your initial investment by wire, a completed
Account Application must precede your order. Upon receipt of the Application,
BFDS will assign you an account number. BFDS will process wire orders received
prior to the close of trading on the Exchange (normally 4:00 p.m., Eastern Time)
on each day the Exchange is open for trading at the net asset value next
determined as of the end of that day. BFDS will process wire orders received
after that time at the net asset value next determined thereafter.


                                      -15-


Please call BFDS at (800) 464-3108 to give notice that you will send funds by
wire, and obtain a wire reference number. (From outside the United States,
please call (617) 483-5000 and ask to speak with a Schroder Mutual Funds
representative.) Please be sure to obtain a wire reference number. Instruct your
bank to wire funds with the assigned reference number as follows:

     State Street Bank and Trust Company
     225 Franklin Street
     Boston, Massachusetts 02110
     ABA No.: 011000028
     Attn: Schroder Mutual Funds
     DDA No.: 9904-650-0
     FBO: Account Registration
     A/C: Mutual Fund Account Number
          Name of Fund

BFDS will not process your purchase until it receives the wired funds.

Automatic purchases. You can make regular investments of $100 or more per month
or quarter in Investor Shares of the Fund through automatic deductions from your
bank account. Please complete the appropriate section of the Account Application
if you would like to utilize this option. For more information, please call
(800) 464-3108.

Brokers and other financial institutions. You may also buy and exchange Investor
Shares of the Fund through an authorized broker or other financial institution
that has an agreement with Schroders or Schroder Fund Advisors Inc. The purchase
and exchange policies and fees charged by such brokers and other institutions
may be different than those of the Fund. For instance, banks, brokers,
retirement plans and financial advisers may charge transaction fees and may set
different investment minimums or limitations on buying or exchanging Investor
Shares. Please consult a representative of your financial institution for
further information.

Certain brokers or other financial institutions may accept purchase orders for
Investor Shares on behalf of the Fund. Such brokers or financial institutions
may designate other intermediaries to accept purchase orders on behalf of the
Fund. For purposes of pricing, the Fund will be deemed to have received a
purchase order when an authorized broker or financial institution or, if
applicable, a broker or financial institution's authorized designee, receives
the order. Agreements between such brokers or financial institutions and
Schroder Fund Advisors Inc., the Trust's distributor, provide that these orders
will be priced at the Fund's net asset value next determined after they are
received by the broker or financial institution or authorized designee. Orders
received in good order prior to the close of the Exchange on any day the
Exchange is open for trading will receive the net asset value next determined as
of the end of that day. Orders received after that time will receive the next
day's net asset value.

Brokers or other agents may charge investors a fee for effecting transactions in
shares of the Fund, in addition to any fees the Fund charges.

Purchases in kind. Investors may purchase Investor Shares of the Fund for cash
or in exchange for securities, subject to the determination by Schroders in its
discretion that the securities are acceptable. (For purposes of determining
whether securities will be acceptable, Schroders will consider, among other
things, whether they are liquid securities of a type consistent with the
investment objective and policies of the Fund and have a readily ascertainable
value.) If the Fund receives securities from an investor in exchange for
Investor Shares of the Fund, the Fund will under some circumstances have the
same tax basis in the securities as the investor had prior to the exchange (and
the Fund's gain for tax purposes would be calculated with regard to the
investor's tax basis), and in such cases the Fund's holding period in those
securities would include the investor's holding period. Any gain on the sale of
securities received in exchange for Investor Shares of the Fund would be subject
to distribution as capital gain to all of the Fund's shareholders. (In some
circumstances, receipt of securities from an investor in exchange for



                                      -16-


Investor Shares of the Fund may be a taxable transaction to the investor, in
which case the Fund's tax basis in the securities would reflect the fair market
value of the securities on the date of the exchange, and its holding period in
the securities would begin on that date.) The Fund values securities accepted by
Schroders in the same manner as are the Fund's portfolio securities as of the
time of the next determination of the Fund's net asset value. Although the Fund
seeks to determine the fair value of securities contributed to the Fund, any
valuation that does not reflect fair value may dilute the interests of the
purchasing shareholder or the other shareholders of the Fund. All rights
reflected in the market price of accepted securities at the time of valuation
become the property of the Fund and must be delivered to the Fund upon receipt
by the investor. Investors may realize a taxable gain or loss upon the exchange.
Investors interested in purchases through exchange should telephone Schroders at
(800) 464-3108, their Schroders client representative, or other financial
intermediary.

Certain payments by Schroders or its affiliates. Schroder Fund Advisors Inc.,
Schroders, or their affiliates may, at their own expense and out of their own
assets, provide compensation to financial intermediaries in connection with
sales of Fund shares or shareholder servicing. In some instances, they may make
this compensation available only to certain intermediaries who have sold or are
expected to sell significant amounts of shares of the Fund. If you purchase or
sell shares through an intermediary, the intermediary may charge a separate fee
for its services. Consult your intermediary for information.

If correspondence to the shareholder's address of record is returned, then,
unless BFDS determines the shareholder's new address, BFDS will reinvest
dividends and other distributions returned to it in the Fund, and if the
correspondence included checks, the checks will be canceled and re-deposited to
the shareholder's account at then-current net asset value.

HOW TO SELL SHARES

When you may redeem. You may sell your Investor Shares back to the Fund on any
day the Exchange is open by sending a letter of instruction or stock power form
to Schroder Mutual Funds, or by calling BFDS at (800) 464-3108. Redemption
requests received in good order by Schroder Mutual Funds, BFDS, or an authorized
broker or financial institution (as described below) prior to the close of the
Exchange on any day the Exchange is open for trading will be priced at the net
asset value next determined as of the end of that day. Orders received after
that time will receive the next day's net asset value. A redemption request is
in good order if it includes the exact name in which the shares are registered,
the investor's account number, and the number of shares or the dollar amount of
shares to be redeemed, and, for written requests, if it is signed in accordance
with the account registration. A bank, broker-dealer, or certain other financial
institutions must guarantee the signature(s) of all account holders for any
redemption request in excess of $50,000, or for any amount being sent to an
address or bank account that is not registered on the account. The Stamp 2000
Medallion Guarantee is the only acceptable form of guarantee. An investor can
obtain this signature guarantee from a commercial bank, savings bank, credit
union, or broker-dealer that participates in one of the Medallion signature
guarantee programs. You may redeem your shares by telephone only if you elected
the telephone redemption privilege option on your Account Application or
otherwise in writing. Telephone redemption proceeds will be sent only to you at
an address on record with the Fund for at least 30 days. Unless otherwise
agreed, you may only exercise the telephone redemption privilege to redeem
shares worth not more than $50,000. The Trust may require additional
documentation from shareholders that are corporations, partnerships, agents,
fiduciaries, surviving joint owners, those acting through powers of attorney, or
similar delegation.

The Trust will pay you for your redemptions as promptly as possible and in any
event within seven days after the request for redemption is received in good
order. The Trust generally sends payment for shares on the business day after a
request is received. In case of emergencies, the Trust may suspend redemptions
or postpone payment for more than seven days, as permitted by law. If you paid
for your Investor Shares by check, the Trust will not send you your redemption
proceeds until the check you used to pay for the shares has cleared, which may
take up to 15 calendar days from the purchase date.

Brokers and other financial institutions. You may also redeem and exchange
Investor Shares of the Fund


                                      -17-


through an authorized broker or other financial institution that has an
agreement with Schroders or Schroder Fund Advisors Inc. The redemption and
exchange policies and fees charged by such brokers and other institutions may be
different than those of the Fund. For instance, banks, brokers, retirement plans
and financial advisers may charge transaction fees and may set different
investment minimums or limitations on exchanging or redeeming Investor Shares.
Please consult a representative of your financial institution for further
information.

Certain brokers or other financial institutions may accept redemption orders for
Investor Shares on behalf of the Fund. Such brokers or financial institutions
may designate other intermediaries to accept redemption orders on behalf of the
Fund. For purposes of pricing, the Fund will be deemed to have received a
redemption order when an authorized broker or financial institution or, if
applicable, a broker or financial institution's authorized designee, receives
the order. Agreements between such brokers or financial institutions and
Schroder Fund Advisors Inc., the Trust's distributor, provide that these orders
will be priced at the Fund's net asset value next determined after they are
received by the broker or financial institution or authorized designee. Orders
received in good order prior to the close of the Exchange on any day the
Exchange is open for trading will receive the net asset value next determined as
of the end of that day. Orders received after that time will receive the next
day's net asset value.

Brokers or other agents may charge investors a fee for effecting transactions in
shares of the Fund, in addition to any fees the Fund charges.

Involuntary redemptions. If, because of your redemptions, your account balance
for the Fund falls below a minimum amount set by the Trustees (presently
$2,000), a Trust may choose to redeem your Investor Shares in the Fund and pay
you for them. You will receive at least 30 days' written notice before the Trust
redeems your Investor Shares, and you may purchase additional Investor Shares at
any time to avoid a redemption. The Trust may also redeem Investor Shares if you
own shares of the Fund above a maximum amount set by the Trustees. There is
currently no maximum, but the Trustees may establish one at any time, which
could apply to both present and future shareholders.

Suspension. The Trust may suspend the right of redemption of the Fund or
postpone payment by the Fund during any period when: (1) trading on the Exchange
is restricted, as determined by the Securities and Exchange Commission ("SEC"),
or the Exchange is closed; (2) the SEC has by order permitted such suspension;
or (3) an emergency (as defined by rules of the SEC) exists, making disposal of
portfolio investments or determination of the Fund's net asset value not
reasonably practicable.


Redemptions in kind. The Trust does not expect to redeem Investor Shares in kind
under normal circumstances. If the Trust redeems your Investor Shares in kind,
you should expect to incur brokerage expenses and other transaction costs upon
the disposition of the securities you receive from the Fund. In addition, the
price of those securities may change between the time when you receive the
securities and the time when you are able to dispose of them. The Trust may pay
redemption proceeds in any amount with respect to the Fund in whole or in part
by a distribution in kind of liquid securities held by the Fund in lieu of cash.


General. If you request that your redemption proceeds be sent to you at an
address other than your address of record, or to another party, you must include
a signature guarantee for each signature, by an eligible signature guarantor,
such as a member firm of a national securities exchange or a commercial bank or
trust company located in the United States. If you are a resident of a foreign
country, another type of certification may be required. For more details, please
contact BFDS at (800) 464-3108, your Schroders client representative or your
financial intermediary. The Trust may require corporations, fiduciaries, and
other types of shareholders to supply additional documents which support their
authority to effect a redemption. In an effort to prevent unauthorized or
fraudulent redemption requests by telephone, BFDS will follow reasonable
procedures to confirm that telephone instructions are genuine. BFDS and the
Trust generally will not be liable for any losses due to unauthorized or
fraudulent purchase or redemption requests, but the applicable party or parties
may be liable if they do not follow these procedures.



                                      -18-


Redemption fee. The Fund imposes a 2.00% redemption fee on shares redeemed
(including in connection with an exchange) two months or less from their date of
purchase. The fee is not a sales charge (load); it is paid directly to the Fund.
The purpose of the redemption fee is principally to discourage market timing,
and also to help defray costs incurred by the Fund in connection with short-term
trading by investors in its shares.


To the extent that the redemption fee applies, the price you will receive when
you redeem your shares of the Fund is the net asset value next determined after
receipt of your redemption request in good order, minus the redemption fee. The
redemption fee is not assessed on shares acquired through the reinvestment of
dividends or distributions paid by the Fund, or shares redeemed through
designated systematic withdrawal plans. The Fund reserves the right to make
other exceptions to the application of the redemption fee in the future provided
those exceptions are not inconsistent with the overall purpose of the redemption
fee policy. The redemption fee does apply to IRAs, and may also apply to shares
held in employer-sponsored retirement accounts (such as 401(k), 403(b), Keogh,
profit sharing, SIMPLE IRA, SEP-IRA and money purchase pension accounts) and
shares in retirement plans held in broker omnibus accounts.


For purposes of computing the redemption fee, redemptions by a shareholder to
which the fee applies will be deemed to have been made on a first-purchased,
first-redeemed basis.

EXCHANGES

You can exchange your Investor Shares of the Fund for Investor Shares of other
funds in the Schroder family of funds at any time at their respective net asset
values. An exchange of shares of the Fund may be subject to a redemption fee of
2.00% as described above under "Redemption Fee" (such that the exchange would be
made at net asset value minus any redemption fee). The Trust would treat the
exchange as a sale of your Investor Shares, and any gain on the exchange will
generally be subject to tax. For a listing of the Schroder funds available for
exchange and to exchange Investor Shares, please call (800) 464-3108. (From
outside the United States, please call (617) 483-5000 and ask to speak with a
representative of the Schroder Mutual Funds.) In order to exchange shares by
telephone, you must complete the appropriate section of the Account Application.
The Trust and Schroders reserve the right to change or suspend the exchange
privilege at any time. Schroders would notify shareholders of any such change or
suspension.

DIVIDENDS AND DISTRIBUTIONS

The Fund declares dividends from net investment income and distributes these
dividends quarterly. The Fund distributes any net realized capital gain at least
annually. The Fund makes distributions from net capital gain after applying any
available capital loss carryovers.


Shares begin to earn dividends on the first business day following the day of
purchase. Shares earn dividends through the date of redemption.


YOU CAN CHOOSE FROM FOUR DISTRIBUTION OPTIONS:

     o    Reinvest all distributions in additional Investor Shares of your Fund;

     o    Receive distributions from net investment income in cash while
          reinvesting capital gains distributions in additional Investor Shares
          of your Fund;

     o    Receive distributions from net investment income in additional
          Investor Shares of your Fund while receiving capital gain
          distributions in cash; or

     o    Receive all distributions in cash.



                                      -19-


You can change your distribution option by notifying BFDS in writing. If you do
not select an option when you open your account, all distributions by the Fund
will be reinvested in Investor Shares of the Fund. You will receive a statement
confirming reinvestment of distributions in additional Fund shares promptly
following the period in which the reinvestment occurs.

FREQUENT PURCHASES AND REDEMPTIONS OF FUND SHARES


Excessive trading can hurt Fund performance, operations, and shareholders. The
Board of Trustees of the Trust has adopted policies and procedures with respect
to frequent purchases and redemptions of Fund shares by Fund shareholders. The
Fund discourages, and does not accommodate, frequent purchases and redemption of
the Fund's shares to the extent Schroders believes that such trading is harmful
to the Fund's shareholders, although the Fund will not necessarily prevent all
frequent trading in its shares. The Fund reserves the right, in its discretion,
to reject any purchase, in whole or in part (including, without limitation,
purchases by persons whose trading activity Schroders believes could be harmful
to the Fund). The Trust or Schroders may also limit the amount or number of
exchanges or reject any purchase by exchange if the Trust or Schroders believes
that the investor in question is engaged in "market timing activities" or
similar activities that may be harmful to the Fund or its shareholders, although
the Trust and Schroders have not established any maximum amount or number of
such exchanges that may occur in any period. The Trust generally expects to
inform any persons that their purchase has been rejected within 24 hours. In
addition, the Board of Trustees of the Fund has established a 2.00% redemption
fee for shares of the Fund held for two months or less from their date of
purchase. See "How to Sell Shares - Redemption Fee" for further information. The
ability of Schroders to monitor trades that are placed through omnibus or other
nominee accounts is limited in those instances in which the broker, retirement
plan administrator, or fee-based program sponsor does not provide complete
information to Schroders regarding underlying beneficial owners of Fund shares.
The Trust or its distributor may enter into written agreements with financial
intermediaries who hold omnibus accounts that require the intermediaries to
provide certain information to the Trust regarding shareholders who hold shares
through such accounts and to restrict or prohibit trading in Fund shares by
shareholders identified by the Trust as having engaged in trades that violate
the Trust's "market timing" policies. The Trust or Schroders may take any steps
they consider appropriate in respect of frequent trading in omnibus accounts,
including seeking additional information from the holder of the omnibus account
or potentially closing the omnibus account (although there can be no assurance
that the Trust or Schroders would do so). Please see the SAI for additional
information on frequent purchases and redemptions of Fund shares. There can be
no assurance that the Fund or Schroders will identify all harmful purchase or
redemption activity, or market timing or similar activities, affecting the Fund,
or that the Fund or Schroders will be successful in limiting or eliminating such
activities.


PAYMENT OF FEES

Subject to general review by the Board of Trustees, the Fund may pay Schroders
or its affiliates, banks, broker-dealers, financial advisors, or other financial
institutions fees for sub-administration, sub-transfer agency, and other
shareholder services associated with shareholders whose shares are held of
record in omnibus or other group accounts. In addition, the Fund's service
providers, including Schroders, or any of their affiliates, may, from time to
time, make these types of payment or payments for other shareholder services or
distribution, out of their own resources and without additional cost to the Fund
or its shareholders.

TAXES

TAXES ON DIVIDENDS AND DISTRIBUTIONS. For federal income tax purposes,
distributions of investment income are taxed as ordinary income. Taxes on
distributions of capital gains are determined by how long the Fund owned the
investments that generated the gains, rather than how long you have owned your
shares. Distributions of net capital gains from the sale of investments that the
Fund has held for more than one year and that are properly designated by the
Fund as capital gain dividends will be taxable as long-term capital gains.
Distributions of gains from the sale of investments that the Fund owned for one


                                      -20-


year or less and gains on the sale of bonds characterized as a market discount
sale will be taxable as ordinary income. For taxable years beginning before
January 1, 2011, distributions of investment income designated by the Fund as
derived from "qualified dividend income" will be taxed in the hands of
individuals at rates applicable to long-term capital gains, provided holding
period and other requirements are met at both the shareholder and Fund level.
The Fund does not expect a significant portion of its distributions to be
derived from qualified dividend income.

Distributions are taxable to shareholders even if they are paid from income or
gains earned by the Fund before a shareholder's investment (and thus were
included in the price the shareholder paid). Distributions are taxable whether
shareholders receive them in cash or reinvest them in additional shares.

Distributions by the Fund to retirement plans that qualify for tax-exempt
treatment under federal income tax laws will not be taxable. Special tax rules
apply to investments through such plans. You should consult your tax advisor to
determine the suitability of the Fund as an investment through such a plan and
the tax treatment of distributions (including distributions of amounts
attributable to an investment in the Fund) from such a plan.


The Fund's investment in certain debt obligations and derivative contracts may
cause the Fund to recognize taxable income in excess of the cash generated by
such obligations or contracts. Thus, the Fund could be required at times to
liquidate other investments in order to satisfy its distribution requirements.


In general, dividends (other than capital gain dividends) paid to a shareholder
that is not a "U.S. person" within the meaning of the Internal Revenue Code (a
"foreign person"), are subject to withholding of U.S. federal income tax at a
rate of 30% (or lower applicable treaty rate). However, under the American Jobs
Creation Act of 2004, effective for taxable years of the Fund beginning after
December 31, 2004 and before January 1, 2008, the Fund generally will not be
required to withhold any amounts with respect to distributions of (i) U.S.
source interest income that would not be subject to U.S. federal income tax if
earned directly by an individual foreign person, and (ii) net short-term capital
gains in excess of net long-term capital losses, in each case to the extent such
distributions are properly designated by the Fund.

Long-term capital gain rates applicable to individuals have been temporarily
reduced - in general, to 15% with lower rates applying to taxpayers in the 10%
and 15% rate brackets - for taxable years beginning before January 1, 2011.

TAXES WHEN YOU SELL, REDEEM OR EXCHANGE YOUR SHARES. Any gain resulting from a
redemption, sale or exchange (including an exchange for shares of another fund)
of your shares in the Fund will also generally be subject to federal income tax
at either short-term or long-term capital gain rates depending on how long you
have owned your shares.


FOREIGN TAXES. The Fund's investments in foreign securities may be subject to
foreign withholding or other taxes. In that case, the Fund's return on those
securities would be decreased. Shareholders of Schroders Funds that invest more
than 50% of their assets in foreign securities may be entitled to claim a credit
or deduction with respect to foreign taxes. Shareholders of other Schroders
funds generally will not be entitled to claim a credit or deduction with respect
to foreign taxes. In addition, investments in foreign securities may increase or
accelerate the Fund's recognition of ordinary income and may affect the timing
or amount of the Fund's distributions.


DERIVATIVES. The Fund's use of derivatives may affect the amount, timing, and
character of distributions to shareholders and, therefore, may increase the
amount of taxes payable by shareholders.

CONSULT YOUR TAX ADVISOR ABOUT OTHER POSSIBLE TAX CONSEQUENCES. This is a
summary of certain U.S. federal income tax consequences of investing in the
Fund. You should consult your tax advisor for more information on your own tax
situation, including possible other federal, state, local and foreign tax
consequences of investing in the Fund.



                                      -21-


DISCLOSURES OF FUND PORTFOLIO INFORMATION

Please see the Fund's SAI for a description of the Fund's policies and
procedures regarding the persons to whom the Fund or Schroders may disclose the
Fund's portfolio securities positions, and under which circumstances.

USA PATRIOT ACT

To help the government fight the funding of terrorism and money laundering
activities, federal law requires all financial institutions to obtain, verify,
and record information that identifies each person who opens an account. What
this means to you: When you open an account directly with the Fund, you will be
asked your name, address, date of birth, and other information that will allow
you to be identified. You may also be asked for other identifying documentation.
If the Trust is unable to verify the information shortly after your account is
opened, your account may be closed and your shares redeemed at their net asset
values at the time of the redemption.




                                      -22-



                               INVESTMENT MANAGER
                Schroder Investment Management North America Inc.
                                875 Third Avenue
                            New York, New York 10022

                             INVESTMENT SUB-ADVISER
              Schroder Investment Management North America Limited
                                31 Gresham Street
                                 London EC2V 7QA

                                  ADMINISTRATOR
                      SEI Investments Global Funds Services
                             1 Freedom Valley Drive
                            Oaks, Pennsylvania 19456

                                    CUSTODIAN
                             J.P. Morgan Chase Bank
                                 270 Park Avenue
                            New York, New York 10017

                                   DISTRIBUTOR
                           Schroder Fund Advisors Inc.
                                875 Third Avenue
                            New York, New York 10022

                     TRANSFER AND DIVIDEND DISBURSING AGENT
                      Boston Financial Data Services, Inc.
                               Two Heritage Drive
                        North Quincy, Massachusetts 02171

                                     COUNSEL
                                Ropes & Gray LLP
                             One International Place
                           Boston, Massachusetts 02110

                  INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
                           PricewaterhouseCoopers LLP
                               Two Commerce Square
                                   Suite 1700
                               2001 Market Street
                        Philadelphia, Pennsylvania 19103





SCHRODER SERIES TRUST
Schroder Strategic Bond Fund

The Fund has an SAI which includes additional information about the Fund. The
SAI is incorporated by reference into this Prospectus, which means it is part of
this Prospectus for legal purposes. You may get free copies of the SAI, request
other information about the Fund, or make shareholder inquiries by calling (800)
464-3108. From outside the United States, please call (617) 483-5000 and ask to
speak with a representative of the Schroder Mutual Funds. The Fund's SAI is also
available on the following website: www.schroderfunds.com.

You may review and copy information about the Fund, including its SAI, at the
Securities and Exchange Commission's public reference room in Washington, D.C.
You may call the SEC at 1-800-SEC-0330 for information about the operation of
the public reference room. You may also access reports and other information
about the Fund on the SEC Internet site at www.sec.gov. You may get copies of
this information, with payment of a duplication fee, by electronic request to
the following e-mail address: publicinfo@sec.gov or by writing the Public
Reference Section of the Commission, Washington, D.C. 20549-0102. You may need
to refer to the Trust's file number under the Investment Company Act, which is:
Schroder Series Trust: 811-7840.

SCHRODER SERIES TRUST
875 Third Avenue
New York, New York 10022
(800) 464-3108

File No. 811-7840 - Schroder Series Trust







[SCHRODERS LOGO OMITTED]
--------------------------------------------------------------------------------


PROSPECTUS

[          ], 2006


SCHRODER STRATEGIC BOND FUND

Advisor Shares

This Prospectus describes one mutual fund offered by Schroder Series Trust (the
"Trust").

SCHRODER STRATEGIC BOND FUND seeks a high level of total return. The Fund
invests in a portfolio of debt securities of issuers across a spectrum of
sectors and markets around the world.

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

   SCHRODER STRATEGIC BOND FUND................................................1

FEES AND EXPENSES..............................................................5

PRINCIPAL RISKS OF INVESTING IN THE FUND.......................................6

NON-PRINCIPAL INVESTMENT STRATEGIES AND TECHNIQUES............................11

MANAGEMENT OF THE FUND........................................................14

HOW THE FUND'S SHARES ARE PRICED..............................................15

HOW TO BUY SHARES.............................................................15

HOW TO SELL SHARES............................................................18

EXCHANGES.....................................................................20

ADDITIONAL INFORMATION ABOUT ADVISOR SHARES; DISTRIBUTION PLAN................20

DIVIDENDS AND DISTRIBUTIONS...................................................21

FREQUENT PURCHASES AND REDEMPTIONS OF FUND SHARES.............................21

PAYMENT OF FEES...............................................................22

TAXES.........................................................................22

DISCLOSURES OF FUND PORTFOLIO INFORMATION.....................................23

USA PATRIOT ACT...............................................................23






SUMMARY INFORMATION

This summary identifies the investment objective, principal investment
strategies, and principal risks of Schroder Strategic Bond Fund (the "Fund").

SCHRODER STRATEGIC BOND FUND

o INVESTMENT OBJECTIVE. To seek a high level of total return.


o PRINCIPAL INVESTMENT STRATEGIES. The Fund seeks its objective by investing in
a portfolio of debt securities of issuers across a spectrum of sectors and
markets around the world. The Fund normally invests substantially all, and at
least 80%, of its net assets in debt securities. The Fund is a non-diversified
investment company.


The Fund may invest in any type of debt securities, including, for example,
corporate debt securities, securities issued or guaranteed by sovereign
governments, their agencies, or instrumentalities (including securities issued
by the U.S. Government, the Government National Mortgage Association, Federal
Home Loan Banks, Fannie Mae, and Freddie Mac) and mortgage-backed securities
(including collateralized mortgage obligations). The Fund may, from time to
time, invest more than 25% of its net assets in issuers in any one country or
group of countries. The Fund may also, from time to time, invest more than 25%
of its net assets in debt securities issued, guaranteed, or backed by one or
more of the following sovereign governments: Japan, Australia, Germany, France,
Canada, Italy, the United Kingdom, Sweden, Switzerland, the Netherlands,
Austria, Belgium, Spain, Portugal, Greece, Luxembourg, Finland, Denmark, and
Ireland. The Fund may make such investments when the Fund's sub-adviser
determines (considering factors such as credit quality, sector, interest rate,
and maturity) that the expected total return from such securities is sufficient
to compensate the Fund for the increased risks to the Fund of investing a
substantial amount of its net assets in securities issued, guaranteed, or backed
by one sovereign government. To the extent the Fund invests a substantial amount
of its assets in securities issued, guaranteed, or backed by one sovereign
government, events affecting that sovereign government may have a greater effect
on the Fund than if the Fund invested more broadly.


The Fund may invest in convertible securities and warrants. The Fund may invest
in securities of any maturity, but will normally seek to maintain a
dollar-weighted average portfolio duration of 10 years or less. The Fund may
invest a substantial portion of its assets in mortgage-backed and
mortgage-related securities, including collateralized mortgage obligations, and
other asset-backed securities. Asset-backed securities in which the Fund invests
may have underlying assets that include motor vehicle installment sales or
installment loan contracts, leases of various types of real and personal
property and receivables from credit card agreements.

The Fund will invest principally in securities of "investment grade" at the time
of purchase, meaning either that a nationally recognized statistical rating
organization (for example, Moody's Investor Service, Inc., Standard & Poor's
Rating Service, or Fitch Investors Service, Inc.) has rated the securities Baa3
or BBB- (or the equivalent) or better, or the Fund's sub-adviser has determined
the securities to be of comparable quality. Up to 40% of the Fund's total assets
may be invested in securities rated below "investment grade", sometimes referred
to as "junk bonds" (or, if unrated, determined by the Fund's sub-adviser to be
of comparable quality).

The Fund may (though it will not necessarily) purchase and sell interest rate
futures contracts and enter into swap transactions, foreign currency forward and
swap transactions, and options, as a substitute for cash investments, for
hedging purposes, to take a net short position in certain markets, or to adjust
the interest rate sensitivity and duration of the Fund's portfolio. The Fund may
take long or short positions in so-called credit default swaps or other credit
derivatives as an alternative to buying or selling debt securities themselves or
otherwise to increase the Fund's total return. The Fund may also invest in money
market securities when the Fund's sub-adviser expects the return on such
securities to exceed the return on securities with longer durations.


                                      -1-



The Fund's sub-adviser will normally (though it will not necessarily) hedge a
substantial portion of the Fund's foreign currency exposure back into the U.S.
dollar, in order to limit the effects of changes in foreign currencies on the
value of the Fund's portfolio.


In managing the Fund, the Fund's sub-adviser will allocate the Fund's assets
among issuers, types of securities, industries, interest rates, and geographical
regions, including emerging markets. An investment team located in London will
make top-down investment allocation decisions. Subject to the oversight of this
investment team, other investment teams located in various geographical regions
or specializing in particular types of investments will implement those asset
allocation decisions by selecting the specific securities in which the Fund will
invest. In this way, the Fund's sub-adviser attempts to construct a portfolio
representing many of the firm's "best ideas." The Fund's sub-adviser will change
asset allocations and the Fund's portfolio securities in response to changes in
its assessment of market, economic, political, and other factors. The
sub-adviser may sell securities when it believes that they no longer offer
attractive potential future returns compared to other investment opportunities
or that they present undesirable risks, or in order to limit losses on
securities that have declined in value. The Fund's sub-adviser may trade the
Fund's portfolio securities more frequently than many other mutual funds.
Frequent trading of the Fund's portfolio securities will result in relatively
high transaction costs and may result in taxable capital gains.

o    PRINCIPAL RISKS.

     o   It is possible to lose money on an investment in the Fund.

     o   FOREIGN INVESTMENT RISK. Adverse political, regulatory, market, or
         economic developments in foreign countries can affect issuers located
         in those countries. Investments in foreign countries may also be
         subject to foreign withholding taxes.

     o   FOREIGN CURRENCIES RISK. Investments in foreign securities are normally
         denominated and traded in foreign currencies. The value of the Fund's
         assets may be affected favorably or unfavorably by currency exchange
         rates, currency exchange control regulations, and restrictions or
         prohibitions on the repatriation of foreign currencies.


     o   GEOGRAPHIC FOCUS RISK. There is no limit on the amount of the Fund's
         assets that may be invested in securities of issuers domiciled in any
         one country. To the extent the Fund invests a substantial amount of its
         assets in any one country, its performance may at times be worse than
         the performance of other mutual funds that invest more broadly.

     o   ISSUER FOCUS RISK. The Fund may, from time to time, invest more than
         25% of its net assets in debt securities issued, guaranteed, or backed
         by one or more of the following sovereign governments: Japan,
         Australia, Germany, France, Canada, Italy, the United Kingdom, Sweden,
         Switzerland, the Netherlands, Austria, Belgium, Spain, Portugal,
         Greece, Luxembourg, Finland, Denmark, and Ireland. When the Fund
         invests a substantial amount of its net assets in securities issued,
         guaranteed, or backed by one sovereign government, events affecting
         that government may have a greater effect on the Fund than if the Fund
         invested more broadly.


     o   INTEREST RATE RISK. Interest rate increases can cause the price of a
         debt security to decrease. In addition, if a security is prepaid in a
         period of falling interest rates, the Fund may have to reinvest the
         proceeds in lower-yielding investments. Interest rate risk is generally
         greater in the case of securities with longer durations and in the case
         of portfolios of securities with longer average durations.

     o   CREDIT RISK. The ability, or perceived ability, of the issuer of a debt
         security to make timely payments of interest and principal on the
         security will affect the value of the security.

     o   INFLATION/DEFLATION RISK. Inflation risk is the risk that the value of
         the Fund's investments may decline as inflation reduces the value of
         money. Deflation risk is the risk that prices throughout the


                                      -2-


         economy may decline over time, which may have an adverse effect on the
         creditworthiness of issuers in whose securities the Fund invests.

     o   EXTENSION RISK. During periods of rising interest rates, the average
         life of certain types of securities may be extended because of slower
         than expected principal payments. This may lock in a below-market
         interest rate, increase the security's duration, and reduce the value
         of the security.

     o   HIGH-YIELD/JUNK BONDS RISK. Securities rated below investment grade
         ("high-yield bonds" or "junk bonds") lack outstanding investment
         characteristics and have speculative characteristics and are subject to
         greater credit and market risks than higher-rated securities. The lower
         ratings of junk bonds reflect a greater possibility that adverse
         changes in the financial condition of the issuer or in general economic
         conditions, or an unanticipated rise in interest rates, may impair the
         ability of the issuer to make payments of interest and principal. If
         this were to occur, the values of such securities held by the Fund may
         become more volatile.

     o   MORTGAGE AND ASSET-BACKED SECURITIES RISK. Mortgage-backed and
         asset-backed investments tend to increase in value less than other debt
         securities when interest rates decline, but are subject to similar risk
         of decline in market value during periods of rising interest rates. The
         values of mortgage-backed and asset-backed securities become more
         volatile as interest rates rise. In a period of declining interest
         rates, the Fund may be required to reinvest more frequent prepayments
         on mortgage-backed and asset-backed investments in lower-yielding
         investments. Asset-backed securities in which the Fund invests may have
         underlying assets that include motor vehicle installment sales or
         installment loan contracts, leases of various types of real and
         personal property and receivables from credit card agreements. Like
         mortgages underlying mortgage-backed securities, underlying automobile
         sales contracts or credit card receivables are subject to prepayment,
         which may reduce the overall return to certificate holders. Certificate
         holders may also experience delays in payment on the certificates if
         the full amounts due on underlying sales contracts or receivables are
         not realized by the trust because of unanticipated legal or
         administrative costs of enforcing the contracts or because of
         depreciation or damage to the collateral (usually automobiles) securing
         certain contracts, or other factors.

     o   U.S. GOVERNMENT SECURITIES RISK. Securities issued or guaranteed by
         certain agencies and instrumentalities of the U.S. Government are not
         supported by the full faith and credit of the United States. For
         example, mortgage-backed bonds issued by Fannie Mae or Freddie Mac are
         backed only by the credit of those issuers. Investments in these
         securities are also subject to interest rate risk (as described above
         under "Interest Rate Risk"), prepayment risk (as described above under
         "Mortgage and Asset-Backed Securities Risk"), extension risk (as
         described above under "Extension Risk"), and the risk that the value of
         the securities will fluctuate in response to political, market, or
         economic developments.

     o   LIQUIDITY RISK. The Fund may find it difficult to sell or to close out
         certain investments at favorable prices or times. Illiquid securities
         may be highly volatile and difficult to value.

     o   DERIVATIVES RISK. Derivative transactions typically involve leverage
         and may be highly volatile. It is possible that a derivative
         transaction will result in a loss greater than the principal amount
         invested, and the Fund may not be able to close-out a derivative
         transaction at a favorable time or price.

     o   CONVERTIBLE SECURITIES RISK. The Fund may invest in convertible
         securities, which are corporate debt securities that may be converted
         at either a stated price or stated rate into underlying shares of
         common stock, and so subject to the risks of investments in both debt
         securities and equity securities.

     o   WARRANTS RISK. The Fund may invest in bonds issued with warrants
         attached to purchase equity securities. These instruments have many
         characteristics of convertible bonds and their prices may, to some
         degree, reflect the performance of the underlying stock.


                                      -3-


     o   EMERGING MARKET SECURITIES RISK. The Fund may invest in "emerging
         market" countries whose securities markets may experience heightened
         levels of volatility. The risks of investing in emerging markets
         include greater political and economic uncertainties than in foreign
         developed markets, currency transfer restrictions, a more limited
         number of potential buyers, and an emerging market country's dependence
         on revenue from particular commodities or international aid.
         Additionally, the securities markets and legal systems in emerging
         market countries may only be in a developmental stage and may provide
         few, or none, of the advantages or protections of markets or legal
         systems available in more developed countries. Emerging market
         countries may experience extremely high levels of inflation, which may
         adversely affect those countries' economies, currencies, and securities
         markets. Also, emerging market issuers are often smaller and less
         well-known than larger, more widely held companies, and involve certain
         special risks associated with smaller capitalization companies.

     o   MANAGEMENT RISK. Because the Fund is actively managed, its investment
         return depends on the ability of its sub-adviser to manage its
         portfolio successfully. The Fund's sub-adviser and the investment team
         will apply investment techniques and risk analyses in making investment
         decisions for the Fund, but there can be no guarantee that these will
         produce the desired results.

     o   FREQUENT TRADING/PORTFOLIO TURNOVER RISK. Frequent trading of the
         Fund's portfolio securities will result in relatively high transaction
         costs and may result in taxable capital gains. The Fund's sub-adviser
         currently expects that the portfolio turnover rate for the Fund's
         current fiscal year will be greater than 400%.

     o   NON-DIVERSIFICATION RISK. The Fund is a non-diversified investment
         company. It may invest a greater percentage of its assets in a
         particular issuer or group of issuers than a diversified fund. To the
         extent the Fund invests a significant portion of its assets in the
         securities of a particular issuer, it will be subject to an increased
         risk of loss if the market value of the issuer's securities declines.

Performance Information. The Fund recently commenced operations and does not yet
have historical investment performance. For performance information with respect
to other investment accounts managed by the Fund's adviser, see the Statement of
Additional Information ("SAI").


                                 --------------

     Changes in investment objective and policies. The policy described above
requiring the Fund to invest at least 80% of its net assets in certain
investments may be changed by the Trustees upon at least 60 days' prior written
notice to shareholders. Except for any policy described in this prospectus or in
the SAI as fundamental, the Fund's investment objective and policies may be
changed by the Trustees without a vote of the shareholders.


                                      -4-


FEES AND EXPENSES

THIS TABLE DESCRIBES THE FEES AND EXPENSES THAT YOU MAY PAY IF YOU BUY AND HOLD
ADVISOR SHARES OF THE FUND.

SHAREHOLDER FEES (paid directly from your investment):

   MAXIMUM SALES LOAD IMPOSED ON PURCHASES                         None
   MAXIMUM DEFERRED SALES LOAD                                     None
   MAXIMUM SALES LOAD IMPOSED ON REINVESTED DIVIDENDS              None
   REDEMPTION FEE                                                  2.00%(1)
   EXCHANGE FEE                                                    None

(1)  Shares of the Fund held for two months or less are subject to a redemption
     fee of 2.00%.

ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from Fund assets):

-----------------------------------------------------------------
                                  SCHRODER STRATEGIC BOND FUND
-----------------------------------------------------------------
Management Fees (1)               0.75%
-----------------------------------------------------------------
Distribution                      0.25%
  (12b-1) Fees
-----------------------------------------------------------------
Other Expenses (1)(2)             1.21%
-----------------------------------------------------------------
Total Annual Fund                 2.21%
  Operating Expenses
-----------------------------------------------------------------
Less:  Fee  Waiver                (0.81%)
  and Expense Limitation(3)
-----------------------------------------------------------------
Net Expenses (3)                  1.40%
-----------------------------------------------------------------


     (1) Management Fees for the Fund include all fees payable to the Fund's
         adviser and its affiliates for investment advisory and fund
         administration services. The Fund also pays administrative fees
         directly to SEI Investments Global Fund Services, and those fees are
         included under "Other Expenses."

     (2) "Other Expenses" for the Fund are based on estimated amounts for the
         Fund's current fiscal year.


     (3) The "Net Expenses" shown for the Fund reflect the effect of a
         contractually imposed fee waiver and/or expense limitation, in effect
         until June 30, 2007, on the Total Annual Fund Operating Expenses of the
         Fund. In order to limit the expenses of the Fund's Advisor Shares, the
         Fund's adviser has contractually agreed to reduce its compensation
         (and, if necessary, to pay other Fund expenses, other than interest,
         taxes, and extraordinary expenses, which may include typically
         non-recurring expenses such as, for example, organizational expenses,
         litigation expenses, and shareholder meeting expenses) until June 30,
         2007 to the extent that the Total Annual Fund Operating Expenses of the
         Fund allocable to its Advisor Shares exceed the annual rate of 1.40%
         (based on the average daily net assets attributable to the Fund's
         Advisor Shares). Net expenses of the Fund's Advisor Shares may be
         higher than 1.40% to the extent the Fund has such interest, taxes, or
         extraordinary expenses. The Fund does not anticipate any such expenses
         in its first fiscal year. The fee waiver and/or expense limitation for
         the Fund may only be terminated during its term by the Board of
         Trustees.

EXAMPLE

This Example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds.

The Example assumes that you invest $10,000 in Advisor Shares of the Fund for
the time periods indicated and then redeem all of your Advisor Shares at the end
of those periods. The Example also assumes that your investment earns a 5%
return each year and that the Fund's operating expenses for each year are the
same as the Fund's Total Annual Fund Operating Expenses shown above (except
that, in the first year, the operating expenses are the same as the Fund's Net
Expenses shown above). Your actual costs may be higher or lower. Based on these
assumptions, your costs would be:

--------------------------------------------------------------------------------
                                              1 YEAR           3 YEARS
--------------------------------------------------------------------------------
SCHRODER STRATEGIC BOND FUND(1)                $143             $613
--------------------------------------------------------------------------------

(1)  The Example assumes that you invest on June 30, 2006. If you invest after
     this date, your expenses may be higher due to a fee waiver for the Fund
     expiring one year after such date.


                                      -5-


Because of Rule 12b-1 fees paid by the Fund, long-term shareholders may pay more
than the economic equivalent of the maximum front-end sales load permitted under
the applicable broker-dealer sales rules.

PRINCIPAL RISKS OF INVESTING IN THE FUND

The Fund may not achieve its objective. The following provides more detail about
certain of the Fund's principal risks and the circumstances which could
adversely affect the value of the Fund's shares or its investment return.

     o   INTEREST RATE RISK. The values of bonds and other debt instruments
         usually rise and fall in response to changes in interest rates.
         Declining interest rates generally increase the values of existing debt
         instruments, and rising interest rates generally reduce the value of
         existing debt instruments. Interest rate risk is generally greater for
         investments with longer durations or maturities. Some investments give
         the issuer the option to call or redeem an investment before its
         maturity date. If an issuer calls or redeems an investment during a
         time of declining interest rates, the Fund might have to reinvest the
         proceeds in an investment offering a lower yield, and therefore might
         not benefit from any increase in value as a result of declining
         interest rates.

     o   CREDIT RISK. The ability, or perceived ability, of the issuer of a debt
         security to make timely payments of interest and principal on the
         security will affect the value of the security. It is possible that the
         ability of an issuer to meet its obligations will decline substantially
         during the period when the Fund owns securities of that issuer, or that
         the issuer will default on its obligations. An actual or perceived
         deterioration in the ability of an issuer to meet its obligations will
         likely have an adverse effect on the value of the issuer's securities.

         Up to 40% of the Fund's total assets may be invested in securities
         rated below "investment grade", sometimes referred to as "junk bonds"
         (or, if unrated, determined by the Fund's adviser to be of comparable
         quality). If a security has been rated by more than one nationally
         recognized statistical rating organization the Fund's adviser will
         consider the highest rating for the purposes of determining whether the
         security is of "investment grade." The Fund will not necessarily
         dispose of a security held by it if its rating falls below investment
         grade, although the Fund's adviser will consider whether the security
         continues to be an appropriate investment for the Fund. The Fund
         considers whether a security is of "investment grade" only at the time
         of purchase.

         Credit risk is generally greater for investments issued at less than
         their face values and required to make interest payments only at
         maturity rather than at intervals during the life of the investment.
         Credit rating agencies base their ratings largely on the issuer's
         historical financial condition and the rating agencies' investment
         analysis at the time of rating. The rating assigned to any particular
         investment does not necessarily reflect the issuer's current financial
         condition, and does not reflect an assessment of an investment's
         volatility or liquidity. Although investment grade investments
         generally have lower credit risk than investments rated below
         investment grade, they may share some of the risks of lower-rated
         investments, including the possibility that the issuers may be unable
         to make timely payments of interest and principal and thus default.


     o   HIGH-YIELD/JUNK BONDS RISK. The Fund may invest up to 40% of its total
         assets in securities rated below "investment grade" (commonly known as
         "junk bonds") (or, if unrated, determined by the Fund's adviser to be
         of comparable quality) (see "Credit Risk", above), although normally
         the Fund will not invest in securities unless a nationally recognized
         statistical rating organization (for example, Moody's Investor Service,
         Inc., Standard & Poor's Rating Service, or Fitch Investors Service,
         Inc.) has rated the securities CC- (or the equivalent) or better, or
         the Fund's adviser has determined the securities to be of comparable
         quality. The lower ratings of certain securities held by the Fund
         reflect a greater possibility that adverse changes in the financial
         condition of the issuer or in general economic conditions, or both, or
         an unanticipated rise in interest rates, may impair the ability of the
         issuer to make payments of interest and principal. The inability (or
         perceived inability) of issuers to make timely payment of interest and
         principal would likely make the values of securities held by the Fund
         more volatile and could limit the Fund's ability to sell its securities
         at prices approximating the values the Fund has placed on such
         securities. In the


                                      -6-


         absence of a liquid trading market for securities held by them, the
         Fund at times may be unable to establish the fair value of such
         securities. To the extent the Fund invests in securities in the lower
         rating categories, the achievement of the Fund's goals is more
         dependent on the Fund adviser's investment analysis than would be the
         case if the Fund was investing in securities in the higher rating
         categories.

     o   EXTENSION RISK. During periods of rising interest rates, the average
         life of certain types of securities may be extended because of slower
         than expected principal payments. This may lock in a below-market
         interest rate, increase the security's duration, and reduce the value
         of the security.

     o   INFLATION/DEFLATION RISK. Inflation risk is the risk that the Fund's
         assets or income from the Fund's investments may be worth less in the
         future as inflation decreases the value of money. As inflation
         increases, the real value of the Fund's portfolio could decline.
         Deflation risk is the risk that prices throughout the economy may
         decline over time - the opposite of inflation. Deflation may have an
         adverse effect on the creditworthiness of issuers and may make issuer
         default more likely, which may result in a decline in the value of the
         Fund's portfolio.

     o   MORTGAGE AND ASSET-BACKED SECURITIES RISK. Mortgage-backed securities,
         including collateralized mortgage obligations and certain stripped
         mortgage-backed securities, represent a participation in, or are
         secured by, mortgage loans. Asset-backed securities are structured like
         mortgage-backed securities, but instead of mortgage loans or interests
         in mortgage loans, the underlying assets may include such items as
         motor vehicle installment sales or installment loan contracts, leases
         of various types of real and personal property and receivables from
         credit card agreements. The ability of an issuer of asset-backed
         securities to enforce its security interest in the underlying assets
         may be limited. Traditional debt investments typically pay a fixed rate
         of interest until maturity, when the entire principal amount is due. By
         contrast, payments on mortgage-backed and many asset-backed investments
         typically include both interest and partial payment of principal.
         Principal may also be prepaid voluntarily, or as a result of
         refinancing or foreclosure. The Fund may have to invest the proceeds
         from prepaid investments in other investments with less attractive
         terms and yields. As a result, these securities may have less potential
         for capital appreciation during periods of declining interest rates
         than other securities of comparable maturities, although they may have
         a similar risk of decline in market value during periods of rising
         interest rates. Because the prepayment rate generally declines as
         interest rates rise, an increase in interest rates will likely increase
         the duration, and thus the volatility, of mortgage-backed and
         asset-backed securities. Duration is a measure of the expected life of
         a fixed income security that is used to determine the sensitivity of
         the security's price to changes in interest rates. Unlike the maturity
         of a fixed income security, which measures only the time until final
         payment is due, duration takes into account the time until all payments
         of interest and principal on a security are expected to be made,
         including how these payments are affected by prepayments and by changes
         in interest rates. Some mortgage-backed and asset-backed investments
         receive only the interest portion ("IOs") or the principal portion
         ("POs") of payments on the underlying assets. The yields and values of
         these investments are extremely sensitive to changes in interest rates
         and in the rate of principal payments on the underlying assets. IOs
         tend to decrease in value if interest rates decline and rates of
         repayment (including prepayment) on the underlying mortgages or assets
         increase; it is possible that the Fund may lose the entire amount of
         its investment in an IO due to a decrease in interest rates.
         Conversely, POs tend to decrease in value if interest rates rise and
         rates of repayment decrease. Moreover, the market for IOs and POs may
         be volatile and limited, which may make them difficult for the Fund to
         buy or sell. The Fund may gain investment exposure to mortgage-backed
         and asset-backed investments by entering into agreements with financial
         institutions to buy the investments at a fixed price at a future date.
         The Fund may or may not take delivery of the investments at the
         termination date of such an agreement, but will nonetheless be exposed
         to changes in value of the underlying investments during the term of
         the agreement.


                                      -7-


     o   LIQUIDITY RISK. Liquidity risk exists when particular investments are
         difficult to purchase or sell. The Fund's investments in illiquid
         securities may reduce the returns of the Fund because it may be unable
         to sell the illiquid securities at an advantageous time or price.
         Investments in foreign securities, derivatives, or securities with
         substantial market and/or credit risk tend to have the greatest
         exposure to liquidity risk. Illiquid securities may be highly volatile
         and difficult to value.

     o   DERIVATIVES RISK. Derivatives are financial contracts whose value
         depends on, or derives from, the value of an underlying asset,
         reference rate, or index. The Fund's use of derivative instruments
         involves risks different from, and possibly greater than, the risks
         associated with investing directly in securities and other traditional
         investments. Derivatives are subject to a number of risks described
         elsewhere in this section, such as liquidity risk, interest rate risk,
         and credit risk, and the risk that a derivative transaction may not
         have the effect the Fund's sub-adviser anticipated. Derivatives also
         involve the risk of mispricing or improper valuation and the risk that
         changes in the value of the derivative may not correlate perfectly with
         the underlying asset, rate, or index. Derivative transactions typically
         involve leverage and may be highly volatile. Use of derivatives other
         than for hedging purposes may be considered speculative, and when the
         Fund invests in a derivative instrument it could lose more than the
         principal amount invested. Also, suitable derivative transactions may
         not be available in all circumstances and there can be no assurance
         that the Fund will engage in these transactions to reduce exposure to
         other risks when that would be beneficial. Many derivative transactions
         are entered into "over the counter" (not on an exchange or contract
         market); as a result, the value of such a derivative transaction will
         depend on the ability and willingness of the Fund's counterparty to
         perform its obligations under the transaction. The Fund may be required
         to segregate certain of its assets on the books of its custodian in
         respect of derivatives transactions entered into by the Fund. See the
         Fund's SAI for more information.

     o   CONVERTIBLE SECURITIES RISK. The Fund may invest in convertible
         securities, which are corporate debt securities that may be converted
         at either a stated price or stated rate into underlying shares of
         common stock, and so subject to the risks of investments in both debt
         securities and equity securities. The market value of convertible
         securities tends to decline as interest rates increase and, conversely,
         tends to increase as interest rates decline. In addition, because of
         the conversion feature, the market value of convertible securities
         tends to vary with fluctuations in the market value of the underlying
         common stocks and, therefore, also will react to variations in the
         general market for equity securities.

     o   WARRANTS RISK. The Fund may invest in bonds issued with warrants
         attached to purchase equity securities. These instruments have many
         characteristics of convertible bonds and their prices may, to some
         degree, reflect the performance of the underlying stock.

     o   FOREIGN INVESTMENT RISK. Investments in foreign securities entail
         certain risks. There may be a possibility of nationalization or
         expropriation of assets, confiscatory taxation, political or financial
         instability, and diplomatic developments that could affect the value of
         the Fund's investments in certain foreign countries. In addition, there
         may be less information publicly available about a foreign issuer than
         about a U.S. issuer, and foreign issuers are not generally subject to
         accounting, auditing, and financial reporting standards and practices
         comparable to those in the United States. The securities of some
         foreign issuers are less liquid and at times more volatile than
         securities of comparable U.S. issuers. Foreign brokerage commissions
         and other fees are also generally higher than in the United States.
         Foreign settlement procedures and trade regulations may involve certain
         risks (such as delay in payment or delivery of securities or in the
         recovery of the Fund's assets held abroad) and expenses not present in
         the settlement of domestic investments.

         In addition, legal remedies available to investors in certain foreign
         countries may be more limited than those available to investors in the
         United States or in other foreign countries. The willingness and
         ability of foreign governmental entities to pay principal and interest
         on government securities depends on various economic factors, including
         the issuer's balance of payments, overall debt


                                      -8-


         level, and cash-flow considerations related to the availability of tax
         or other revenues to satisfy the issuer's obligations. If a foreign
         governmental entity defaults on its obligations on the securities, the
         Fund may have limited recourse available to it. The laws of some
         foreign countries may limit the Fund's ability to invest in securities
         of certain issuers located in those countries.

         Special tax considerations apply to the Fund's investments in foreign
         securities. In determining whether to invest the Fund's assets in debt
         securities of foreign issuers, the Fund's sub-adviser considers the
         likely impact of foreign taxes on the net yield available to the Fund
         and its shareholders. Income and/or gains received by the Fund from
         sources within foreign countries may be reduced by withholding and
         other taxes imposed by such countries. Tax conventions between certain
         countries and the United States may reduce or eliminate such taxes. Any
         such taxes paid by the Fund will reduce its income available for
         distribution to shareholders. In certain circumstances, the Fund may be
         able to pass through to shareholders credits for foreign taxes paid.
         Certain of these risks may also apply to some extent to investments in
         U.S. companies that are traded in foreign markets, or investments in
         U.S. companies that have significant foreign operations.

         In addition, the Fund's investments in foreign securities or foreign
         currencies may increase or accelerate the Fund's recognition of
         ordinary income and may affect the timing or character of the Fund's
         distributions.

     o   FOREIGN CURRENCIES RISK. Since foreign securities normally are
         denominated and traded in foreign currencies, the value of the Fund's
         assets may be affected favorably or unfavorably by currency exchange
         rates, currency exchange control regulations, foreign withholding
         taxes, and restrictions or prohibitions on the repatriation of foreign
         currencies. The Fund may, but is not required to, buy or sell foreign
         currencies and options and futures contracts on foreign currencies for
         hedging purposes in connection with its foreign investments.

         If the Fund purchases securities denominated in foreign currencies, a
         change in the value of any such currency against the U.S. dollar will
         result in a change in the U.S. dollar value of the Fund's assets and
         the Fund's income available for distribution. Officials in foreign
         countries may from time to time take actions in respect of their
         currencies which could significantly affect the value of the Fund's
         assets denominated in those currencies or the liquidity of such
         investments. For example, a foreign government may unilaterally devalue
         its currency against other currencies, which would typically have the
         effect of reducing the U.S. dollar value of investments denominated in
         that currency. A foreign government may also limit the convertibility
         or repatriation of its currency or assets denominated in its currency,
         which would adversely affect the U.S. dollar value and liquidity of
         investments denominated in that currency. In addition, although at
         times most of the Fund's income may be received or realized in these
         currencies, the Fund will be required to compute and distribute its
         income in U.S. dollars. As a result, if the exchange rate for any such
         currency declines after the Fund's income has been earned and
         translated into U.S. dollars but before payment to shareholders, the
         Fund could be required to liquidate portfolio securities to make such
         distributions. Similarly, if the Fund incurs an expense in U.S. dollars
         and the exchange rate declines before the expense is paid, the Fund
         would have to convert a greater amount of U.S. dollars to pay for the
         expense at that time than it would have had to convert at the time the
         Fund incurred the expense. The Fund may, but is not required to, buy or
         sell foreign currencies and options and futures contracts on foreign
         currencies for hedging purposes in connection with its foreign
         investments.

     o   EMERGING MARKET SECURITIES RISK. Investing in emerging market
         securities poses risks different from, and/or greater than, risks of
         investing in domestic securities or in the securities of foreign,
         developed countries. These risks include: smaller market capitalization
         of securities markets, which may suffer periods of relative
         illiquidity; significant price volatility; restrictions on foreign
         investment; and possible repatriation of investment income and capital.
         In addition, foreign investors may be required to register the proceeds
         of sales, and future economic or political crises could lead to price
         controls, forced mergers, expropriation or confiscatory taxation,
         seizure,


                                      -9-


         nationalization or the creation of government monopolies. The
         currencies of emerging market countries may experience significant
         declines against the U.S. dollar, and devaluation may occur subsequent
         to investments in these currencies by the Fund. Inflation and rapid
         fluctuations in inflation rates have had, and may continue to have,
         negative effects on the economies and securities markets of certain
         emerging market countries. Although many of the emerging market
         securities in which the Fund may invest are traded on securities
         exchanges, they may trade in limited volume, and the exchanges may not
         provide all of the conveniences or protections provided by securities
         exchanges in more developed markets.

         Additional risks of emerging market securities may include: greater
         social, economic and political uncertainty and instability; more
         substantial governmental involvement in the economy; less governmental
         supervision and regulation; unavailability of currency hedging
         techniques; companies that are newly organized and small; differences
         in auditing and financial reporting standards, which may result in
         unavailability of material information about issuers; and less
         developed legal systems. In addition, emerging securities markets may
         have different clearance and settlement procedures, which may be unable
         to keep pace with the volume of securities transactions or otherwise
         make it difficult to engage in such transactions. Settlement problems
         may cause the Fund to miss attractive investment opportunities, hold a
         portion of its assets in cash pending investment, or be delayed in
         disposing of a portfolio security. Such a delay could result in
         possible liability to a purchaser of the security.


     o   GEOGRAPHIC FOCUS RISK. There is no limit on the amount of the Fund's
         assets that may be invested in securities of issuers domiciled in any
         one country. To the extent the Fund invests a substantial amount of its
         assets in any one country, its performance may at times be worse than
         the performance of other mutual funds that invest more broadly.

     o   ISSUER FOCUS RISK. The Fund may, from time to time, invest more than
         25% of its net assets in debt securities issued, guaranteed, or backed
         by one or more of the following sovereign governments: Japan,
         Australia, Germany, France, Canada, Italy, the United Kingdom, Sweden,
         Switzerland, the Netherlands, Austria, Belgium, Spain, Portugal,
         Greece, Luxembourg, Finland, Denmark, and Ireland. When the Fund
         invests a substantial amount of its net assets in securities issued,
         guaranteed, or backed by one sovereign government, events affecting
         that government may have a greater effect on the Fund than if the Fund
         invested more broadly.


     o   MANAGEMENT RISK. Because the Fund is actively managed, the Fund's
         investment return depends on the ability of its sub-adviser to manage
         its portfolio successfully. The Fund's sub-adviser and its investment
         team will apply investment techniques and risk analyses in making
         investment decisions for the Fund, but there can be no guarantee that
         these will produce the desired results.


     o   FREQUENT TRADING / PORTFOLIO TURNOVER RISK. The length of time the Fund
         has held a particular security is not generally a consideration in
         investment decisions. The investment policies of the Fund may lead to
         frequent changes in the Fund's investments, particularly in periods of
         volatile market movements, in order to take advantage of what the
         Fund's sub-adviser believes to be temporary disparities in normal yield
         relationships between securities. A change in the securities held by
         the Fund is known as "portfolio turnover." Portfolio turnover generally
         involves some expense to the Fund, including bid-asked spreads, dealer
         mark-ups and other transaction costs on the sale of securities and
         reinvestments in other securities, and may result in the realization of
         taxable capital gains (including short-term gains, which are generally
         taxed to shareholders at ordinary income rates). The trading costs and
         tax effects associated with portfolio turnover may adversely affect the
         Fund's performance. During periods when the Fund experiences high
         portfolio turnover rates, these effects are likely to be more
         pronounced. The Fund's sub-adviser currently expects that the portfolio
         turnover rate for the current fiscal year will be greater than 400% for
         the Fund. Consult your tax advisor regarding the Fund's portfolio
         turnover rate on your investments.



                                      -10-


     o   U.S. GOVERNMENT SECURITIES RISK. U.S. Government securities include a
         variety of securities that differ in their interest rates, maturities,
         and dates of issue. While securities issued or guaranteed by some
         agencies or instrumentalities of the U.S. Government (such as the
         Government National Mortgage Association) are supported by the full
         faith and credit of the United States, securities issued or guaranteed
         by certain other agencies or instrumentalities of the U.S. Government
         (such as Federal Home Loan Banks) are supported by the right of the
         issuer to borrow from the U.S. Government, and securities issued or
         guaranteed by certain other agencies and instrumentalities of the U.S.
         Government (such as Fannie Mae and Freddie Mac) are supported only by
         the credit of the issuer itself. Investments in these securities are
         also subject to interest rate risk (as described above under "Interest
         Rate Risk"), prepayment risk (as described above under "Mortgage and
         Asset-Backed Securities Risk"), extension risk (as described above
         under "Extension Risk"), and the risk that the value of the securities
         will fluctuate in response to political, market, or economic
         developments.

     o   NON-DIVERSIFICATION RISK. The Fund is a non-diversified investment
         company. It therefore may invest a greater percentage of its assets in
         a particular issuer or group of issuers than a diversified fund. To the
         extent the Fund invests a significant portion of its assets in the
         securities of a particular issuer, it will be subject to an increased
         risk of loss if the market value of the issuer's securities declines.


NON-PRINCIPAL INVESTMENT STRATEGIES AND TECHNIQUES

     In addition to the principal investment strategies described in the
Principal Investment Strategies section above, the Fund may at times, but is not
required to, use the strategies and techniques described below, which involve
certain special risks. This Prospectus does not attempt to disclose all of the
various investment techniques and types of securities that the Fund's
sub-adviser might use in managing the Fund. As in any mutual fund, investors
must rely on the professional investment judgment and skill of the Fund's
adviser.

     o   SHORT SALES. The Fund may sell a security short when the Fund's
         sub-adviser anticipates that the price of the security will decline.
         The Fund may make a profit or incur a loss depending on whether the
         market price of the security decreases or increases between the date of
         the short sale and the date on which the Fund "closes" the short
         position. A short position will result in a loss if the market price of
         the security in question increases between the date when the Fund
         enters into the short position and the date when the Fund closes the
         short position. Such a loss could theoretically be unlimited in a case
         where such Fund is unable, for whatever reason, to close out its short
         position. In addition, short positions may result in a loss if a
         portfolio strategy of which the short position is a part is otherwise
         unsuccessful.

     o   WHEN-ISSUED, DELAYED DELIVERY, AND FORWARD COMMITMENT TRANSACTIONS. The
         Fund may purchase securities on a when-issued, delayed delivery, or
         forward commitment basis. These transactions involve a commitment by
         the Fund to purchase a security for a predetermined price or yield,
         with payments and delivery taking place more than seven days in the
         future, or after a period longer than the customary settlement period
         for that type of security. These transactions may increase the overall
         investment exposure for the Fund and involve a risk of loss if the
         value of the securities declines prior to the settlement date.

     o   SECURITIES LOANS AND REPURCHASE AGREEMENTS. The Fund may lend portfolio
         securities to broker-dealers, and may enter into repurchase agreements.
         These transactions must be fully collateralized at all times, but
         involve some risk to the Fund if the other party should default on its
         obligation and the Fund is delayed or prevented from recovering the
         collateral. The Fund may enter into securities loans and repurchase
         agreements as a non-principal investment strategy, as a way to
         recognize additional current income on securities that it owns.


                                      -11-


     o   TEMPORARY DEFENSIVE STRATEGIES. At times, the Fund's sub-adviser may
         judge that conditions in the securities markets make pursuing the
         Fund's investment strategy inconsistent with the best interests of its
         shareholders. At such times, the Fund's sub-adviser may, but is not
         required to, take temporary "defensive" positions that are inconsistent
         with the Fund's principal investment strategies in attempting to
         respond to adverse market, economic, political, or other conditions. In
         implementing these defensive strategies, the Fund would invest in
         investment grade fixed income securities, cash or money market
         instruments to any extent the Fund's sub-adviser considers consistent
         with such defensive strategies. It is impossible to predict when, or
         for how long, the Fund would use these alternate strategies. One risk
         of taking such temporary defensive positions is that the Fund may not
         achieve its investment objective.

     o   PRICING. At times market conditions might make it hard to value some
         investments. If the Fund has valued securities it holds too high, you
         may end up paying too much for the Fund's shares when you buy into the
         Fund. If the Fund underestimates the price of its portfolio securities,
         you may not receive the full market value for your Fund shares when you
         sell. To the extent the Fund relies on a pricing service to value some
         or all of its portfolio securities, it is possible that the pricing
         information provided by the service will not reflect the actual price
         the Fund would receive upon a sale of the security.

     o   OTHER INVESTMENTS. The Fund may also invest in other types of
         securities and utilize a variety of investment techniques and
         strategies that are not described in this Prospectus. These securities
         and techniques may subject the Fund to additional risks. Please see the
         SAI for additional information about the securities and investment
         techniques described in this Prospectus and about additional techniques
         and strategies that may be used by the Fund.

     o   SECURITIES IN DEFAULT. The Fund may invest in securities that are in
         default. Securities that are in default are subject generally to the
         risks described above under "Principal Risks of Investing in the Fund -
         High-Yield/Junk Bonds Risk", and which offer little or no prospect for
         the payment of the full amount of unpaid principal and interest,
         although normally the Fund will not invest in securities unless a
         nationally recognized statistical rating organization (for example,
         Moody's Investor Service, Inc., Standard & Poor's Rating Service, or
         Fitch Investors Service, Inc.) has rated the securities CC- (or the
         equivalent) or better, or the Fund's adviser has determined the
         securities to be of comparable quality.

     o   PERCENTAGE INVESTMENT LIMITATIONS. Unless otherwise noted, all
         percentage limitations on Fund investments will apply at the time of
         investment, including the requirement that the Fund normally invest at
         least 80% of its net assets in debt securities. An investment by the
         Fund would not be considered to violate any percentage limitation
         unless an excess or deficiency were to occur or exist immediately after
         and as a result of an investment. References in the discussion of the
         Fund's investment policies above to 80% of the Fund's net assets refer
         to that percentage of the aggregate of the Fund's net assets and the
         amount, if any, of borrowings by the Fund for investment purposes.

     o   PRIVATE PLACEMENTS AND RESTRICTED SECURITIES. The Fund may invest in
         securities that are purchased in private placements. Because there may
         be relatively few potential purchasers for such investments, especially
         under adverse market or economic conditions or in the event of adverse
         changes in the financial condition of the issuer, the Fund could find
         it more difficult to sell such securities when the Fund's adviser
         believes it advisable to do so or may be able to sell such securities
         only at prices lower than if such securities were more widely held. At
         times, it may also be more difficult to determine the fair value of
         such securities for purposes of computing the Fund's net asset value.
         The Fund's sale of such investments may also be restricted under
         securities laws. In the event that the Trustees, or persons designated
         by the Trustees, determine that a security is "readily marketable"
         pursuant to these procedures, and the Fund is not able to sell such
         security at the price that such persons anticipate, the Fund's net
         asset value will decrease.


                                      -12-


MANAGEMENT OF THE FUND

The Trust is governed by a Board of Trustees. The Board of Trustees of the Trust
has retained Schroder Investment Management North America Inc. ("Schroders") to
serve as the Fund's adviser and to manage the investments of the Fund. Subject
to the control of the Board of Trustees, Schroders also manages the Fund's other
affairs and business.

Schroder Investment Management North America Limited ("SIMNA Ltd."), an
affiliate of Schroders, serves as sub-adviser responsible for portfolio
management of the Fund.


Schroders (itself and its predecessors) has been an investment manager since
1962, and serves as investment adviser to the Fund and as investment adviser to
other mutual funds and a broad range of institutional investors. Schroders plc,
Schroders' ultimate parent, is a global asset management company with
approximately $223.2 billion under management as of March 31, 2006. Schroders
and its affiliates have clients that are major financial institutions including
banks and insurance companies, public and private pension funds, endowments and
foundations, high net worth individuals, financial intermediaries and retail
investors. Schroders plc has one of the largest networks of offices of any
dedicated asset management company and over 300 portfolio managers and analysts
covering the world's investment markets.

     o   MANAGEMENT FEES. The Fund expects to pay management fees for investment
         management services to Schroders at the annual rate (based on the
         Fund's average daily net assets) of 0.75%. As compensation for SIMNA
         Ltd.'s services as sub-adviser, Schroders pays to SIMNA Ltd. fifty
         percent of the management fees Schroders receives from the Fund.


     o   EXPENSE LIMITATIONS AND WAIVERS. In order to limit the expenses of the
         Fund, Schroders has contractually agreed to reduce its compensation
         (and, if necessary, to pay other Fund expenses, other than interest,
         taxes, and extraordinary expenses, which may include typically
         non-recurring expenses such as, for example, organizational expenses,
         litigation expenses, and shareholder meeting expenses) until June 30,
         2007 to the extent that the Total Annual Fund Operating Expenses of the
         Fund allocable to its Advisor Shares exceed the annual rate of 1.40%
         (based on the average daily net assets attributable to the Fund's
         Advisor Shares).

     o   PORTFOLIO MANAGEMENT. The following portfolio managers at Schroders and
         SIMNA Ltd. have primary responsibility for making investment decisions
         for the Fund. Each portfolio manager's recent professional experience
         is also shown. The Fund's SAI provides additional information about
         each portfolio manager's compensation, other accounts managed by the
         portfolio managers, and each portfolio manager's ownership of
         securities in the Fund.




           FUND                     NAME                TITLE               SINCE           RECENT PROFESSIONAL
                                                                                                 EXPERIENCE

Schroder Strategic Bond       Robert Michele,     Global Head of       Inception (June     Mr. Michele is Global Head of
Fund                          CFA                 Fixed Income         30, 2006)           Fixed Income of Schroders.  He
                                                                                           has been an employee of
                                                                                           Schroders since 1998.

Schroder Strategic Bond       Louise Davies       Portfolio Manager    Inception (June     Ms. Davies is a Portfolio
Fund                                                                   30, 2006)           Manager of Schroders.  She has
                                                                                           been an employee of Schroders
                                                                                           since 1999.



                                      -13-


HOW THE FUND'S SHARES ARE PRICED


The Fund calculates the net asset value of its Advisor Shares by dividing the
total value of its assets attributable to its Advisor Shares, less its
liabilities attributable to those shares, by the number of Advisor Shares
outstanding. The Fund values its Advisor Shares as of the close of trading on
the New York Stock Exchange (the "Exchange") (normally 4:00 p.m., Eastern Time)
each day the Exchange is open. The Trust expects that days, other than weekend
days, when the Exchange will not be open are New Year's Day, Martin Luther King,
Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor
Day, Thanksgiving Day, and Christmas Day. Securities for which market quotations
are readily available are valued at prices which, in the opinion of Schroders,
most nearly represent the market values of such securities. Securities for which
market values are not readily available, or for which the Fund's adviser
believes the market value is unreliable (including, for example, certain foreign
securities, thinly traded securities, initial public offerings, or when there is
a particular event that may affect the value of a security), are valued by
Schroders at their fair values pursuant to guidelines established by the Board
of Trustees, and under the ultimate supervision of the Board of Trustees,
generally by reference to other securities or indexes. For instance, a pricing
service may recommend a fair value based generally on prices of comparable
securities. Unlisted securities for which market quotations are readily
available generally are valued at the most recently reported sale prices on any
day or, in the absence of a reported sale price, at mid-market prices. Options
and futures contracts traded on a securities exchange or board of trade
generally are valued at the last reported sales price or, in the absence of a
sale, at the closing mid-market price on the principal exchange where they are
traded. Options and futures not traded on a securities exchange or board of
trade for which over-the-counter market quotations are readily available shall
be valued at the most recently reported mid-market price. If such prices are not
available, unlisted securities and derivatives are valued by Schroders at their
fair values based on quotations from dealers, and if such quotations are not
available, based on factors in the market where such securities trade, such as
security and bond prices, interest rates, and currency exchange rates. The Fund
may invest in foreign securities that are primarily listed on foreign exchanges
that trade on weekends and other days when the Fund does not price its shares.
As a result, the value of the Fund's portfolio securities may change on days
when the price of the Fund's shares is not calculated. The price of the Fund's
shares will reflect any such changes when the price of the Fund's shares is next
calculated, which is the next day the Exchange is open. The Fund may use fair
value pricing more frequently for securities primarily traded in non-U.S.
markets because, among other things, most foreign markets close well before the
Fund values its securities. The earlier close of these foreign markets gives
rise to the possibility that significant events, including broad market moves,
may have occurred in the interim. The Fund's investments may be priced based on
fair values provided by a third party fair valuation vendor, based on certain
factors and methodologies applied by such vendor, in the event that there is
movement in the U.S. market that exceeds a specific threshold established by the
Schroders' Fair Value Committee in consultation with the Board of Trustees.
Short-term investments that will mature within 60 days are valued by Schroders
using amortized cost pursuant to procedures adopted by the Board of Trustees.
The net asset value of the Fund's Investor Shares may differ from that of its
Advisor Shares due to differences in the expenses of Investor Shares and Advisor
Shares.


HOW TO BUY SHARES

You may purchase Advisor Shares of the Fund directly from the Trust (through
Schroder Fund Advisors Inc., the distributor of the Trust's shares) or through
the Fund's transfer agent, Boston Financial Data Services, Inc. ("BFDS"), or
through a service organization such as a bank, trust company, broker-dealer, or
other financial organization (a "Service Organization") having an arrangement
with Schroder Fund Advisors Inc. If you do not have a Service Organization,
Schroder Fund Advisors Inc. can provide you with a list of available firms. Your
Service Organization is responsible for forwarding all of the necessary
documentation to the Trust, and may charge you separately for its services.

The purchase, redemption and exchange policies and fees charged by such Service
Organizations may be different than those of the Fund. For instance, banks,
brokers, retirement plans and financial advisers may charge transaction fees in
addition to any fees charged by the Fund, and may set different minimums


                                      -14-


or limitations on buying, exchanging, or redeeming Advisor Shares. Please
consult a representative of your Service Organization for further information.

If the Advisor Shares you purchase will be held in your own name (rather than
the name of your Service Organization), your payment for the shares must be
accompanied by a completed Account Application and payment by check or wire as
described below. Account Applications for Advisor Shares may be obtained from
BFDS at the address provided below under "Purchases by Check," from your Service
Organization, or by calling the Schroder Mutual Funds at (800) 464-3108 (from
outside the United States, please call (617) 483-5000 and ask to speak with a
Schroder Mutual Funds representative). Acceptance of your order will be delayed
pending receipt of additional documentation, such as copies of corporate
resolutions and instruments of authority, from corporations, administrators,
executors, personal representatives, directors, or custodians.

The Fund sells its Advisor Shares at their net asset value next determined after
the Fund, its transfer agent, BFDS, or another authorized broker or financial
institution (as described below) receives your request in good order (meaning
that the request meets the requirements set out below and in the Account
Application, and otherwise meets the requirements implemented from time to time
by the Fund's transfer agent or the Fund). In order for you to receive the
Fund's next determined net asset value, the Fund, BFDS, the Service
Organization, or the authorized broker or financial institution must receive
your order before the close of trading on the Exchange (normally 4:00 p.m.,
Eastern Time). The Trust reserves the right to reject any order to purchase
Advisor Shares of the Fund. The Trust generally expects to inform any persons
that their purchase has been rejected within 24 hours.

Certain brokers or other financial institutions may accept purchase orders for
Advisor Shares on behalf of the Fund. Such brokers or financial institutions may
designate other intermediaries to accept purchase orders on behalf of the Fund.
For purposes of pricing, the Fund will be deemed to have received a purchase
order when an authorized broker or financial institution or, if applicable, a
broker or financial institution's authorized designee, receives the order.
Agreements between such brokers or financial institutions and Schroder Fund
Advisors Inc., the Trust's distributor, provide that these orders will be priced
at the Fund's net asset value next determined after they are received by the
broker or financial institution or authorized designee. Orders received in good
order prior to the close of the Exchange on any day the Exchange is open for
trading will receive the net asset value next determined as of the end of that
day. Orders received after that time will receive the next day's net asset
value.

The minimum investments for initial and additional purchases of Advisor Shares
of the Fund are as follows:

                                   INITIAL INVESTMENT     ADDITIONAL INVESTMENTS
REGULAR ACCOUNTS                         $2,500                   $1,000

TRADITIONAL AND ROTH IRAS                $2,500                   $1,000

The Trust may, in its sole discretion, waive these minimum initial or subsequent
investment amounts for share purchases by: an employee of Schroders, any of its
affiliates or a financial intermediary authorized to sell shares of a Fund, or
such employee's spouse or life partner, or children or step-children age 21 or
younger; investment advisory clients of Schroders; and current or former
Trustees. For share purchases made through certain fund networks or other
financial intermediaries, the investment minimums associated with the policies
and programs of the fund network or financial intermediary will apply.

Advisor Shares of the Fund are intended for purchase by investors making a
minimum initial investment of $2,500 through a regular account or a traditional
or Roth IRA account and purchasing through an investment intermediary. Investor
Shares of the Fund are offered through another prospectus and are intended for
investors making a minimum initial investment of $250,000 and purchasing
directly from the Fund.

The Fund does not issue share certificates.


                                      -15-


The Trust may suspend the offering of Advisor Shares of the Fund for any period
of time. The Trust may change any investment minimum from time to time.

Purchases by check. You may purchase Advisor Shares of the Fund by mailing a
check (in U.S. dollars) payable to the Fund. If you wish to purchase Advisor
Shares of two or more Funds, make your check payable to Schroder Mutual Funds
and include written instructions as to how the amount of your check should be
allocated among the Funds whose shares you are purchasing. Schroder Mutual Funds
will not accept third-party checks or starter checks. You should direct your
check and your completed Account Application as follows:

REGULAR MAIL               OVERNIGHT OR EXPRESS MAIL
Schroder Mutual Funds      Boston Financial Data Services, Inc.
P.O. Box 8507              Attn: Schroder Mutual Funds
Boston, MA 02266           66 Brooks Drive
                           Braintree, MA  02184

For initial purchases, a completed Account Application must accompany your
check.

Purchases by bank wire. If you make your initial investment by wire, a completed
Account Application must precede your order. Upon receipt of the Application,
BFDS will assign you an account number. BFDS will process wire orders received
prior to the close of trading on the Exchange (normally 4:00 p.m., Eastern Time)
on each day the Exchange is open for trading at the net asset value next
determined as of the end of that day. BFDS will process wire orders received
after that time at the net asset value next determined thereafter.

Once you have an account number, you may purchase Advisor Shares through your
Service Organization or directly from the Fund by calling BFDS at (800) 464-3108
to give notice that you will send funds by wire, and obtain a wire reference
number. (From outside the United States, please call (617) 483-5000 and ask to
speak with a Schroder Mutual Funds representative.) Please be sure to obtain a
wire reference number. Instruct your bank to wire funds with the assigned
reference number as follows:

          State Street Bank and Trust Company
          225 Franklin Street
          Boston, Massachusetts  02110
          ABA No.: 011000028
          Attn: Schroder Mutual Funds
          DDA No.: 9904-650-0
          FBO: Account Registration
          A/C: Mutual Fund Account Number
               Name of Fund

BFDS will not process your purchase until it receives the wired funds.

Automatic purchases. If you purchase Advisor Shares directly from the Trust and
the shares are held in your own name, you can make regular investments of $100
or more per month or quarter in Advisor Shares of a Fund through automatic
deductions from your bank account. Please complete the appropriate section of
the Account Application if you would like to utilize this option. For more
information, please call (800) 464-3108. If you purchase Advisor Shares through
a Service Organization, your firm may also provide automatic purchase options.
Please contact your Service Organization for details.


Purchases in kind. Investors may purchase Advisor Shares of the Fund for cash or
in exchange for securities, subject to the determination by Schroders in its
discretion that the securities are acceptable. (For purposes of determining
whether securities will be acceptable, Schroders will consider, among other
things, whether they are liquid securities of a type consistent with the
investment objective and policies of


                                      -16-


the Fund and have a readily ascertainable value.) If the Fund receives
securities from an investor in exchange for Advisor Shares of the Fund, the Fund
will under some circumstances have the same tax basis in the securities as the
investor had prior to the exchange (and the Fund's gain for tax purposes would
be calculated with regard to the investor's tax basis), and in such cases the
Fund's holding period in those securities would include the investor's holding
period. Any gain on the sale of securities received in exchange for Advisor
Shares of the Fund would be subject to distribution as capital gain to all of
the Fund's shareholders. (In some circumstances, receipt of securities from an
investor in exchange for Advisor Shares of the Fund may be a taxable transaction
to the investor, in which case the Fund's tax basis in the securities would
reflect the fair market value of the securities on the date of the exchange, and
its holding period in the securities would begin on that date.) The Fund values
securities accepted by Schroders in the same manner as are the Fund's portfolio
securities as of the time of the next determination of the Fund's net asset
value. Although the Fund seeks to determine the fair value of securities
contributed to the Fund, any valuation that does not reflect fair value may
dilute the interests of the purchasing shareholder or the other shareholders of
the Fund. All rights reflected in the market price of accepted securities at the
time of valuation become the property of the Fund and must be delivered to the
Fund upon receipt by the investor. Investors may realize a taxable gain or loss
upon the exchange. Investors interested in purchases through exchange should
telephone Schroders at (800) 464-3108, their Schroders client representative, or
other financial intermediary.

Certain payments by Schroders or its affiliates. Schroder Fund Advisors Inc.,
Schroders, or their affiliates may, at their own expense and out of their own
assets, provide compensation to financial intermediaries in connection with
sales of Fund shares or shareholder servicing. In some instances, they may make
this compensation available only to certain intermediaries who have sold or are
expected to sell significant amounts of shares of the Fund. If you purchase or
sell shares through an intermediary, the intermediary may charge a separate fee
for its services. Consult your intermediary for information.

If correspondence to the shareholder's address of record is returned, then,
unless BFDS determines the shareholder's new address, BFDS will reinvest
dividends and other distributions returned to it in the Fund, and if the
correspondence included checks, the checks will be canceled and re-deposited to
the shareholder's account at then-current net asset value.


HOW TO SELL SHARES

When you may redeem. You may sell your Advisor Shares back to the Fund on any
day the Exchange is open either through your Service Organization or directly to
the Fund. If your shares are held in the name of a Service Organization, you may
only sell the shares through that Service Organization. The Service Organization
may charge you a fee for its services. If you choose to sell your shares
directly to the Fund, you may do so by sending a letter of instruction or stock
power form to Schroder Mutual Funds, or by calling BFDS at (800) 464-3108.
Redemption requests received in good order by Schroder Mutual Funds, BFDS, your
Service Organization or another authorized broker or financial institution (as
described below) prior to the close of the Exchange on any day the Exchange is
open for trading will be priced at the net asset value next determined as of the
end of that day. Orders received after that time will receive the next day's net
asset value. A redemption request is in good order if it includes the exact name
in which the shares are registered, the investor's account number, and the
number of shares or the dollar amount of shares to be redeemed, and, for written
requests, if it is signed in accordance with the account registration. A bank,
broker-dealer, or certain other financial institutions must guarantee the
signature(s) of all account holders for any redemption request in excess of
$50,000, or for any amount being sent to an address or bank account that is not
registered on the account. The Stamp 2000 Medallion Guarantee is the only
acceptable form of guarantee. An investor can obtain this signature guarantee
from a commercial bank, savings bank, credit union, or broker-dealer that
participates in one of the Medallion signature guarantee programs. You may
redeem your shares by telephone only if you elected the telephone redemption
privilege option on your Account Application or otherwise in writing. Telephone
redemption proceeds will be sent only to you at an address on record with the
Fund for at least 30 days. Unless otherwise agreed, you may only exercise the
telephone redemption privilege to


                                      -17-


redeem shares worth not more than $50,000. The Trust may require additional
documentation from shareholders that are corporations, partnerships, agents,
fiduciaries, surviving joint owners, those acting through powers of attorney, or
similar delegation.

If you redeem shares through your Service Organization, your Service
Organization is responsible for ensuring that the Transfer Agent receives your
redemption request in proper form. If your Service Organization receives Federal
Reserve wires, you may instruct that your redemption proceeds be forwarded by
wire to your account with your Service Organization; you may also instruct that
your redemption proceeds be forwarded to you by a wire transfer. Please indicate
your Service Organization's or your own complete wiring instructions. Your
Service Organization may charge you separately for this service.

Certain brokers or other financial institutions may accept redemption orders for
Advisor Shares on behalf of the Fund. Such brokers or financial institutions may
designate other intermediaries to accept redemption orders on behalf of the
Fund. For purposes of pricing, the Fund will be deemed to have received a
redemption order when an authorized broker or financial institution or, if
applicable, a broker or financial institution's authorized designee, receives
the order. Agreements between such brokers or financial institutions and
Schroder Fund Advisors Inc., the Trust's distributor, provide that these orders
will be priced at the Fund's net asset value next determined after they are
received by the broker or financial institution or authorized designee. Orders
received in good order prior to the close of the Exchange on any day the
Exchange is open for trading will receive the net asset value next determined as
of the end of that day. Orders received after that time will receive the next
day's net asset value.

The Trust will pay you for your redemptions as promptly as possible and in any
event within seven days after the request for redemption is received in good
order. The Trust generally sends payment for shares on the business day after a
request is received. In case of emergencies, the Trust may suspend redemptions
or postpone payment for more than seven days, as permitted by law. If you paid
for your Advisor Shares by check, the Trust will not send you your redemption
proceeds until the check you used to pay for the shares has cleared, which may
take up to 15 calendar days from the purchase date.

Brokers or other agents may charge investors a fee for effecting transactions in
shares of a Fund, in addition to any fees the Fund charges.

Involuntary redemptions. If, because of your redemptions, your account balance
for the Fund falls below a minimum amount set by the Trustees (presently
$2,000), the Trust may choose to redeem your Advisor Shares in the Fund and pay
you for them. You will receive at least 30 days' written notice before the Trust
redeems your Advisor Shares, and you may purchase additional Advisor Shares at
any time to avoid a redemption. The Trust may also redeem Advisor Shares if you
own shares of the Fund above a maximum amount set by the Trustees. There is
currently no maximum, but the Trustees may establish one at any time, which
could apply to both present and future shareholders.

Suspension. The Trust may suspend the right of redemption of the Fund or
postpone payment by the Fund during any period when: (1) trading on the Exchange
is restricted, as determined by the Securities and Exchange Commission ("SEC"),
or the Exchange is closed; (2) the SEC has by order permitted such suspension;
or (3) an emergency (as defined by rules of the SEC) exists, making disposal of
portfolio investments or determination of the Fund's net asset value not
reasonably practicable.


Redemptions in kind. The Trust does not expect to redeem Advisor Shares in kind
under normal circumstances. If the Trust redeems your Advisor Shares in kind,
you should expect to incur brokerage expenses and other transaction costs upon
the disposition of the securities you receive from the Fund. In addition, the
price of those securities may change between the time when you receive the
securities and the time when you are able to dispose of them. The Trust may pay
redemption proceeds in any amount with respect to the Fund in whole or in part
by a distribution in kind of liquid securities held by the Fund in lieu of cash.



                                      -18-


General. If you request that your redemption proceeds be sent to you at an
address other than your address of record, or to another party, you must include
a signature guarantee for each signature, by an eligible signature guarantor,
such as a member firm of a national securities exchange or a commercial bank or
trust company located in the United States. If you are a resident of a foreign
country, another type of certification may be required. For more details, please
contact BFDS at (800) 464-3108, your Schroders client representative or your
financial intermediary. The Trust may require corporations, fiduciaries, and
other types of shareholders to supply additional documents which support their
authority to effect a redemption. In an effort to prevent unauthorized or
fraudulent redemption requests by telephone, BFDS will follow reasonable
procedures to confirm that telephone instructions are genuine. BFDS and the
Trust generally will not be liable for any losses due to unauthorized or
fraudulent purchase or redemption requests, but the applicable party or parties
may be liable if they do not follow these procedures.

Redemption fee. The Fund imposes a 2.00% redemption fee on shares redeemed
(including in connection with an exchange) two months or less from their date of
purchase. The fee is not a sales charge (load); it is paid directly to the Fund.
The purpose of the redemption fee is principally to discourage market timing,
and also to help defray costs incurred by the Fund in connection with short-term
trading by investors in its shares.


To the extent that the redemption fee applies, the price you will receive when
you redeem your shares of the Fund is the net asset value next determined after
receipt of your redemption request in good order, minus the redemption fee. The
redemption fee is not assessed on shares acquired through the reinvestment of
dividends or distributions paid by the Fund, or shares redeemed through
designated systematic withdrawal plans. The Fund reserves the right to make
other exceptions to the application of the redemption fee in the future provided
those exceptions are not inconsistent with the overall purpose of the redemption
fee policy. The redemption fee does apply to IRAs, and may also apply to shares
held in employer-sponsored retirement accounts (such as 401(k), 403(b), Keogh,
profit sharing, SIMPLE IRA, SEP-IRA and money purchase pension accounts) and
shares in retirement plans held in broker omnibus accounts.


For purposes of computing the redemption fee, redemptions by a shareholder to
which the fee applies will be deemed to have been made on a first-purchased,
first-redeemed basis.

EXCHANGES

You can exchange your Advisor Shares of the Fund for Advisor Shares of other
funds in the Schroder family of funds at any time at their respective net asset
values. An exchange of shares of the Fund may be subject to a redemption fee of
2.00% as described above under "Redemption Fee" (such that the exchange would be
made at net asset value minus any redemption fee). The Trust would treat the
exchange as a sale of your Advisor Shares, and any gain on the exchange will
generally be subject to tax. For a listing of the Schroder funds available for
exchange and to exchange Advisor Shares, please call (800) 464-3108. (From
outside the United States, please call (617) 483-5000 and ask to speak with a
representative of the Schroder Mutual Funds.) In order to exchange shares by
telephone, you must complete the appropriate section of the Account Application.
The Trust and Schroders reserve the right to change or suspend the exchange
privilege at any time. Schroders would notify shareholders of any such change or
suspension.

ADDITIONAL INFORMATION ABOUT ADVISOR SHARES; DISTRIBUTION PLAN

The Trust sells Advisor Shares of the Fund at their net asset value without any
sales charges or loads, so that the full amount of your purchase payment is
invested in the Fund. You also receive the full value of your Advisor Shares
when you sell them back to the Fund, without any deferred sales charge.


                                      -19-


Distribution plans. The Fund has adopted a Distribution Plan pursuant to Rule
12b-1 under the Investment Company Act of 1940, as amended, that allows the Fund
to pay distribution and other fees with respect to its Advisor Shares. Under the
Distribution Plan, the Fund may make payments at an annual rate of up to 0.25%
of the average daily net assets attributable to its Advisor Shares to compensate
the distributor for distribution services and certain shareholder services with
respect to the Fund's Advisor Shares.

Because the fees are paid out of the Fund's assets on an ongoing basis, over
time these fees will increase the cost of an investment in Advisor Shares of the
Fund and may cost you more than paying other types of sales charges.

In addition, the Fund may pay Schroders or its affiliates, banks,
broker-dealers, financial advisors, or other financial institutions fees for
sub-administration, sub-transfer agency, and other shareholder services
associated with shareholders whose shares are held of record in omnibus or other
group accounts. In addition, the Fund's service providers, including Schroders,
or any of their affiliates, may from time to time, make these types of payment
or payments for other shareholder services or distribution, out of their own
resources and without additional cost to the Fund or its shareholders.

DIVIDENDS AND DISTRIBUTIONS

The Fund declares dividends from net investment income and distributes these
dividends quarterly. The Fund distributes any net realized capital gain at least
annually. The Fund makes distributions from net capital gain after applying any
available capital loss carryovers.


Shares being to earn dividends on the first business day following the day of
purchase. Shares earn dividends through the date of redemption.


YOU CAN CHOOSE FROM FOUR DISTRIBUTION OPTIONS:

     o   Reinvest all distributions in additional Advisor Shares of your Fund;

     o   Receive distributions from net investment income in cash while
         reinvesting capital gains distributions in additional Advisor Shares of
         your Fund;

     o   Receive distributions from net investment income in additional Advisor
         Shares of your Fund while receiving capital gain distributions in cash;
         or

     o   Receive all distributions in cash.

You can change your distribution option by notifying BFDS in writing. If you do
not select an option when you open your account, all distributions by the Fund
will be reinvested in Advisor Shares of the Fund. You will receive a statement
confirming reinvestment of distributions in additional Fund shares promptly
following the period in which the reinvestment occurs.

FREQUENT PURCHASES AND REDEMPTIONS OF FUND SHARES

Excessive trading can hurt Fund performance, operations, and shareholders. The
Board of Trustees of the Trust has adopted policies and procedures with respect
to frequent purchases and redemptions of Fund shares by Fund shareholders. The
Fund discourages, and does not accommodate, frequent purchases and redemption of
the Fund's shares to the extent Schroders believes that such trading is harmful
to the Fund's shareholders, although the Fund will not necessarily prevent all
frequent trading in its shares. The Fund reserves the right, in its discretion,
to reject any purchase, in whole or in part (including, without limitation,
purchases by persons whose trading activity Schroders believes could be harmful
to the Fund). The Trust or Schroders may also limit the amount or number of
exchanges or reject


                                      -20-



any purchase by exchange if the Trust or Schroders believes that the investor in
question is engaged in "market timing activities" or similar activities that may
be harmful to the Fund or its shareholders, although the Trust and Schroders
have not established any maximum amount or number of such exchanges that may
occur in any period. The Trust generally expects to inform any persons that
their purchase has been rejected within 24 hours. In addition, the Board of
Trustees of the Fund has established a 2.00% redemption fee for shares of the
Fund held for two months or less from their date of purchase. See "How to Sell
Shares - Redemption Fee" for further information. The ability of Schroders to
monitor trades that are placed through omnibus or other nominee accounts is
limited in those instances in which the broker, retirement plan administrator,
or fee-based program sponsor does not provide complete information to Schroders
regarding underlying beneficial owners of Fund shares. The Trust or its
distributor may enter into written agreements with financial intermediaries who
hold omnibus accounts that require the intermediaries to provide certain
information to the Trust regarding shareholders who hold shares through such
accounts and to restrict or prohibit trading in Fund shares by shareholders
identified by the Trust as having engaged in trades that violate the Trust's
"market timing" policies. The Trust or Schroders may take any steps they
consider appropriate in respect of frequent trading in omnibus accounts,
including seeking additional information from the holder of the omnibus account
or potentially closing the omnibus account (although there can be no assurance
that the Trust or Schroders would do so). Please see the SAI for additional
information on frequent purchases and redemptions of Fund shares. There can be
no assurance that the Fund or Schroders will identify all harmful purchase or
redemption activity, or market timing or similar activities, affecting the Fund,
or that the Fund or Schroders will be successful in limiting or eliminating such
activities.


PAYMENT OF FEES

Subject to general review by the Board of Trustees, the Fund may pay Schroders
or its affiliates, banks, broker-dealers, financial advisors, or other financial
institutions fees for sub-administration, sub-transfer agency, and other
shareholder services associated with shareholders whose shares are held of
record in omnibus or other group accounts. In addition, the Fund's service
providers, including Schroders, or any of their affiliates, may, from time to
time, make these types of payment or payments for other shareholder services or
distribution, out of their own resources and without additional cost to the Fund
or its shareholders.

TAXES

TAXES ON DIVIDENDS AND DISTRIBUTIONS. For federal income tax purposes,
distributions of investment income are taxed as ordinary income. Taxes on
distributions of capital gains are determined by how long the Fund owned the
investments that generated the gains, rather than how long you have owned your
shares. Distributions of net capital gains from the sale of investments that the
Fund has held for more than one year and that are properly designated by the
Fund as capital gain dividends will be taxable as long-term capital gains.
Distributions of gains from the sale of investments that the Fund owned for one
year or less and gains on the sale of bonds characterized as a market discount
sale will be taxable as ordinary income. For taxable years beginning before
January 1, 2011, distributions of investment income designated by the Fund as
derived from "qualified dividend income" will be taxed in the hands of
individuals at rates applicable to long-term capital gains, provided holding
period and other requirements are met at both the shareholder and Fund level.
The Fund does not expect a significant portion of its distributions to be
derived from qualified dividend income.

Distributions are taxable to shareholders even if they are paid from income or
gains earned by the Fund before a shareholder's investment (and thus were
included in the price the shareholder paid). Distributions are taxable whether
shareholders receive them in cash or reinvest them in additional shares.

Distributions by the Fund to retirement plans that qualify for tax-exempt
treatment under federal income tax laws will not be taxable. Special tax rules
apply to investments through such plans. You should consult your tax advisor to
determine the suitability of the Fund as an investment through such a plan and


                                      -21-


the tax treatment of distributions (including distributions of amounts
attributable to an investment in the Fund) from such a plan.


The Fund's investment in certain debt obligations or derivative contracts may
cause the Fund to recognize taxable income in excess of the cash generated by
such obligations or contracts. Thus, the Fund could be required at times to
liquidate other investments in order to satisfy its distribution requirements.


In general, dividends (other than capital gain dividends) paid to a shareholder
that is not a "U.S. person" within the meaning of the Internal Revenue Code (a
"foreign person"), are subject to withholding of U.S. federal income tax at a
rate of 30% (or lower applicable treaty rate). However, under the American Jobs
Creation Act of 2004, effective for taxable years of the Fund beginning after
December 31, 2004 and before January 1, 2008, the Fund generally will not be
required to withhold any amounts with respect to distributions of (i) U.S.
source interest income that would not be subject to U.S. federal income tax if
earned directly by an individual foreign person, and (ii) net short-term capital
gains in excess of net long-term capital losses, in each case to the extent such
distributions are properly designated by the Fund.

Long-term capital gain rates applicable to individuals have been temporarily
reduced - in general, to 15% with lower rates applying to taxpayers in the 10%
and 15% rate brackets - for taxable years beginning before January 1, 2011.

TAXES WHEN YOU SELL, REDEEM OR EXCHANGE YOUR SHARES. Any gain resulting from a
redemption, sale or exchange (including an exchange for shares of another fund)
of your shares in the Fund will also generally be subject to federal income tax
at either short-term or long-term capital gain rates depending on how long you
have owned your shares.


FOREIGN TAXES. The Fund's investments in foreign securities may be subject to
foreign withholding or other taxes. In that case, the Fund's return on those
securities would be decreased. Shareholders of Schroders Funds that invest more
than 50% of their assets in foreign securities may be entitled to claim a credit
or deduction with respect to foreign taxes. Shareholders of other Schroders
funds generally will not be entitled to claim a credit or deduction with respect
to foreign taxes. In addition, investments in foreign securities may increase or
accelerate the Fund's recognition of ordinary income and may affect the timing
or amount of the Fund's distributions.


DERIVATIVES. The Fund's use of derivatives may affect the amount, timing, and
character of distributions to shareholders and, therefore, may increase the
amount of taxes payable by shareholders.

CONSULT YOUR TAX ADVISOR ABOUT OTHER POSSIBLE TAX CONSEQUENCES. This is a
summary of certain U.S. federal income tax consequences of investing in the
Fund. You should consult your tax advisor for more information on your own tax
situation, including possible other federal, state, local and foreign tax
consequences of investing in the Fund.

DISCLOSURES OF FUND PORTFOLIO INFORMATION

Please see the Fund's SAI for a description of the Fund's policies and
procedures regarding the persons to whom the Fund or Schroders may disclose the
Fund's portfolio securities positions, and under which circumstances.

USA PATRIOT ACT

To help the government fight the funding of terrorism and money laundering
activities, federal law requires all financial institutions to obtain, verify,
and record information that identifies each person who opens an account. What
this means to you: When you open an account directly with the Fund, you will be
asked your name, address, date of birth, and other information that will allow
you to be identified. You may also be asked for other identifying documentation.
If the Trust is unable to verify the information


                                      -22-


shortly after your account is opened, your account may be closed and your shares
redeemed at their net asset values at the time of the redemption.













                                      -23-





                               INVESTMENT MANAGER
                Schroder Investment Management North America Inc.
                                875 Third Avenue
                            New York, New York 10022

                             INVESTMENT SUB-ADVISER
              Schroder Investment Management North America Limited
                                31 Gresham Street
                                 London EC2V 7QA

                                  ADMINISTRATOR
                      SEI Investments Global Funds Services
                             1 Freedom Valley Drive
                            Oaks, Pennsylvania 19456

                                    CUSTODIAN
                             J.P. Morgan Chase Bank
                                 270 Park Avenue
                            New York, New York 10017

                                   DISTRIBUTOR
                           Schroder Fund Advisors Inc.
                                875 Third Avenue
                            New York, New York 10022

                     TRANSFER AND DIVIDEND DISBURSING AGENT
                      Boston Financial Data Services, Inc.
                               Two Heritage Drive
                        North Quincy, Massachusetts 02171

                                     COUNSEL
                                Ropes & Gray LLP
                             One International Place
                           Boston, Massachusetts 02110

                  INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
                           PricewaterhouseCoopers LLP
                               Two Commerce Square
                                   Suite 1700
                               2001 Market Street
                        Philadelphia, Pennsylvania 19103





SCHRODER SERIES TRUST
Schroder Strategic Bond Fund

The Fund has an SAI which includes additional information about the Fund. The
SAI is incorporated by reference into this Prospectus, which means it is part of
this Prospectus for legal purposes. You may get free copies of the SAI, request
other information about the Fund, or make shareholder inquiries by calling (800)
464-3108. From outside the United States, please call (617) 483-5000 and ask to
speak with a representative of the Schroder Mutual Funds. The Fund's SAI is also
available on the following website: www.schroderfunds.com.

You may review and copy information about the Fund, including its SAI, at the
Securities and Exchange Commission's public reference room in Washington, D.C.
You may call the SEC at 1-800-SEC-0330 for information about the operation of
the public reference room. You may also access reports and other information
about the Fund on the SEC Internet site at www.sec.gov. You may get copies of
this information, with payment of a duplication fee, by electronic request to
the following e-mail address: publicinfo@sec.gov or by writing the Public
Reference Section of the Commission, Washington, D.C. 20549-0102. You may need
to refer to the Trust's file number under the Investment Company Act, which is:
Schroder Series Trust: 811-7840.

SCHRODER SERIES TRUST
875 Third Avenue
New York, New York 10022
(800) 464-3108

File No. 811-7840 - Schroder Series Trust








                              SCHRODER SERIES TRUST

                          Schroder Strategic Bond Fund


                                    FORM N-1A
                                     PART B


                       STATEMENT OF ADDITIONAL INFORMATION


                                    [ ], 2006

         This Statement of Additional Information ("SAI") is not a prospectus
and is only authorized for distribution when accompanied or preceded by a
Prospectus for Schroder Strategic Bond Fund (the "Fund"), as amended or
supplemented from time to time. This SAI relates to the Fund's Investor Shares
and Advisor Shares. Investor Shares and Advisor Shares of the Fund are offered
through separate Prospectuses each dated [ ], 2006 (each, a "Prospectus," and
together, the "Prospectuses"), as amended or supplemented from time to time.
This SAI contains information which may be useful to investors but which is not
included in the Prospectuses. Investors may obtain free copies of the
Prospectuses by calling the Trust at 800-464-3108. From outside the United
States, please call (617) 483-5000 and ask to speak with a Schroder Mutual Funds
representative. The Fund is a series of Schroder Series Trust.




TABLE OF CONTENTS


STATEMENT OF ADDITIONAL INFORMATION............................................1
TRUST HISTORY..................................................................1
FUND CLASSIFICATION............................................................1
CAPITALIZATION AND SHARE CLASSES...............................................1
ADDITIONAL INFORMATION CONCERNING THE FUND'S PRINCIPAL INVESTMENT
   STRATEGIES..................................................................2
NON-PRINCIPAL INVESTMENTS, INVESTMENT PRACTICES AND RISKS.....................20
INVESTMENT RESTRICTIONS.......................................................25
DISCLOSURE OF PORTFOLIO HOLDINGS..............................................27
MANAGEMENT OF THE TRUST.......................................................29
SCHRODERS AND ITS AFFILIATES..................................................37
PORTFOLIO MANAGERS............................................................37
PERFORMANCE INFORMATION OF CERTAIN OTHER ACCOUNTS MANAGED BY SCHRODERS........39
MANAGEMENT CONTRACT...........................................................41
ADMINISTRATIVE SERVICES.......................................................43
DISTRIBUTOR...................................................................44
BROKERAGE ALLOCATION AND OTHER PRACTICES......................................44
DETERMINATION OF NET ASSET VALUE..............................................46
REDEMPTION OF SHARES..........................................................47
ARRANGEMENTS PERMITTING FREQUENT PURCHASES AND REDEMPTIONS OF FUND SHARES.....48
TAXES.........................................................................48
PRINCIPAL HOLDERS OF SECURITIES...............................................52
CUSTODIAN.....................................................................53
TRANSFER AGENT AND DIVIDEND DISBURSING AGENT..................................53
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.................................53
CODE OF ETHICS................................................................53
PROXY VOTING POLICIES AND PROCEDURES..........................................53
LEGAL COUNSEL.................................................................53
SHAREHOLDER LIABILITY.........................................................53
FINANCIAL STATEMENTS..........................................................54
APPENDIX A...................................................................A-1
APPENDIX B...................................................................B-1
APPENDIX C...................................................................C-1




                       STATEMENT OF ADDITIONAL INFORMATION

TRUST HISTORY

         Schroder Series Trust (the "Trust") is a Massachusetts business trust
organized under the laws of The Commonwealth of Massachusetts on May 6, 1993.
The Trust's Agreement and Declaration of Trust (as amended, the "Declaration of
Trust"), which is governed by Massachusetts law, is on file with the Secretary
of State of The Commonwealth of Massachusetts. Schroder Strategic Bond Fund (the
"Fund") is a series of the Trust. The Trust currently also comprises six other
series, Schroder Emerging Market Equity Fund, Schroder U.S. Small and Mid Cap
Opportunities Fund, Schroder Enhanced Income Fund, Schroder Total Return Fixed
Income Fund, Schroder Municipal Bond Fund, and Schroder Short-Term Municipal
Bond Fund. Schroder Investment Management North America Inc. ("Schroders")
serves as investment manager to the Fund. Schroder Investment Management North
America Limited ("SIMNA Ltd.") serves as investment sub-adviser to the Fund.

FUND CLASSIFICATION


         The Fund is an open-end management investment company registered under
the Investment Company Act of 1940, as amended (the "Investment Company Act" or
"1940 Act"). The Fund is a "non-diversified" investment company under the
Investment Company Act, and therefore, may invest its assets in a more limited
number of issuers than may diversified investment companies. To the extent the
Fund invests a significant portion of its assets in the securities of a
particular issuer, it will be subject to an increased risk of loss if the market
value of the issuer's securities declines.


CAPITALIZATION AND SHARE CLASSES

         The Trust has an unlimited number of shares of beneficial interest that
may, without shareholder approval, be divided into an unlimited number of series
of such shares, which, in turn, may be divided into an unlimited number of
classes of such shares. The shares of the Fund described in this Statement of
Additional Information ("SAI") are currently divided into two classes, Investor
Shares and Advisor Shares. Each class of shares is offered through a separate
Prospectus. Unlike Investor Shares, Advisor Shares are currently subject to
distribution fees, so that the performance of the Fund's Investor Shares will
normally be more favorable than that of the Fund's Advisor Shares over the same
time period. Generally, expenses and liabilities particular to a class of the
Fund, such as distribution fees applicable only to Advisor Shares, are allocated
only to that class. Expenses and liabilities not related to a particular class
are allocated in relation to the respective net asset value of each class, or on
such other basis as the Trustees may in their discretion consider fair and
equitable to each class. The Fund may suspend the sale of shares at any time.

         Shares entitle their holders to one vote per share, with fractional
shares voting proportionally; however, a separate vote will be taken by a Fund
or class of shares on matters affecting the particular Fund or class, as
determined by the Trustees. For example, a change in a fundamental investment
policy for a Fund would be voted upon only by shareholders of that Fund and a
change to a distribution plan relating to a particular class and requiring
shareholder approval would be voted upon only by shareholders of that class.
Shares have noncumulative voting rights. Although the Trust is not required to

                                       -1-


hold annual meetings of its shareholders, shareholders have the right to call a
meeting to elect or remove Trustees or to take other actions as provided in the
Declaration of Trust. Shares have no preemptive or subscription rights, and are
transferable. Shares are entitled to dividends as declared by the Trust as
approved by the Trustees, and if the Fund were liquidated, each class of shares
of the Fund would receive the net assets of the Fund attributable to the class
of shares. Because Investor and Advisor Shares are subject to different
expenses, the Fund's dividends and other distributions will normally differ
between the two classes.

ADDITIONAL INFORMATION CONCERNING THE FUND'S PRINCIPAL INVESTMENT STRATEGIES

         The following discussion provides additional information concerning the
Fund's principal investment strategies and the principal risks of the Fund
described in the Prospectuses.

         FIXED INCOME SECURITIES. In periods of declining interest rates, the
yield (income from portfolio investments) of the Fund may tend to be higher than
prevailing market rates, and in periods of rising interest rates, the yield of
the Fund may tend to be lower. In addition, when interest rates are falling, the
inflow of net new money to the Fund will likely be invested in portfolio
instruments producing lower yields than the balance of the Fund's portfolio,
thereby reducing the yield of the Fund. In periods of rising interest rates, the
opposite can be true. The net asset value of the Fund investing in fixed income
securities can generally be expected to change as general levels of interest
rates fluctuate. The values of fixed income securities in the Fund's portfolio
generally vary inversely with changes in interest rates. Prices of fixed income
securities with longer effective maturities are more sensitive to interest rate
changes than those with shorter effective maturities.

         LOWER-RATED SECURITIES. The Fund may invest in lower-rated fixed-income
securities (commonly known as "junk bonds"). The Fund may invest in securities
that are in default, and which offer little or no prospect for the payment of
the full amount of unpaid principal and interest. The lower ratings of certain
securities held by the Fund reflect a greater possibility that adverse changes
in the financial condition of the issuer or in general economic conditions, or
both, or an unanticipated rise in interest rates, may impair the ability of the
issuer to make payments of interest and principal. The inability (or perceived
inability) of issuers to make timely payment of interest and principal would
likely make the values of securities held by the Fund more volatile and could
limit the Fund's ability to sell its securities at prices approximating the
values the Fund had placed on such securities. In the absence of a liquid
trading market for securities held by it, the Fund at times may be unable to
establish the fair value of such securities.

         Securities ratings are based largely on the issuer's historical
financial condition and the rating agencies' analysis at the time of rating.
Consequently, the rating assigned to any particular security is not necessarily
a reflection of the issuer's current financial condition, which may be better or
worse than the rating would indicate. In addition, the rating assigned to a
security by Moody's Investors Service, Inc. or Standard & Poor's Rating Service
(or by any other nationally recognized securities rating agency) does not
reflect an assessment of the volatility of the security's market value or the
liquidity of an investment in the security.


                                      -2-



         Like those of other fixed-income securities, the values of lower-rated
securities fluctuate in response to changes in interest rates. A decrease in
interest rates will generally result in an increase in the value of the Fund's
assets. Conversely, during periods of rising interest rates, the value of the
Fund's assets will generally decline. The values of lower-rated securities may
often be affected to a greater extent by changes in general economic conditions
and business conditions affecting the issuers of such securities and their
industries. Negative publicity or investor perceptions may also adversely affect
the values of lower-rated securities. Changes by nationally recognized
securities rating agencies in their ratings of any fixed-income security and
changes in the ability of an issuer to make payments of interest and principal
may also affect the value of these investments. Changes in the value of
portfolio securities generally will not affect income derived from these
securities, but will affect the Fund's net asset value. The Fund will not
necessarily dispose of a security when its rating is reduced below its rating at
the time of purchase. However, Schroders will monitor the investment to
determine whether its retention will assist in meeting the Fund's investment
objective.

         Issuers of lower-rated securities are often highly leveraged, so that
their ability to service their debt obligations during an economic downturn or
during sustained periods of rising interest rates may be impaired. Such issuers
may not have more traditional methods of financing available to them and may be
unable to repay outstanding obligations at maturity by refinancing. The risk of
loss due to default in payment of interest or repayment of principal by such
issuers is significantly greater because such securities frequently are
unsecured and subordinated to the prior payment of senior indebtedness.


         At times, a portion of the Fund's assets may be invested in an issue of
which the Fund, by itself or together with other funds and accounts managed by
Schroders or its affiliates, holds all or a major portion. Although Schroders
generally considers such securities to be liquid because of the availability of
an institutional market for such securities, it is possible that, under adverse
market or economic conditions or in the event of adverse changes in the
financial condition of the issuer, the Fund could find it more difficult to sell
these securities when Schroders believes it advisable to do so or may be able to
sell the securities only at prices lower than if they were more widely held.
Under these circumstances, it may also be more difficult to determine the fair
value of such securities for purposes of computing the Fund's net asset value.
In order to enforce its rights in the event of a default, the Fund may be
required to participate in various legal proceedings or take possession of and
manage assets securing the issuer's obligations on such securities. This could
increase the Fund's operating expenses and adversely affect the Fund's net asset
value. In the case of tax-exempt funds, any income derived from the Fund's
ownership or operation of such assets would not be tax-exempt. The ability of a
holder of a tax-exempt security to enforce the terms of that security in a
bankruptcy proceeding may be more limited than would be the case with respect to
securities of private issuers. In addition, the Fund's intention to qualify as a
"regulated investment company" under the Internal Revenue Code of 1986, as
amended (the "Code") may limit the extent to which the Fund may exercise its
rights by taking possession of such assets.


         Certain securities held by the Fund may permit the issuer at its option
to "call," or redeem, its securities. If an issuer were to redeem securities
held by the Fund during a time of declining interest rates, the Fund may not be
able to reinvest the proceeds in securities providing the same investment return
as the securities redeemed.

         The Fund may invest without limit in so-called "payment-in-kind" bonds.
Payment-in-kind bonds allow the issuer, at its option, to make current interest
payments on the bonds either in cash or in

                                      -3-


additional bonds. Because payment-in-kind bonds do not pay current interest in
cash, their value is subject to greater fluctuation in response to changes in
market interest rates than bonds that pay interest currently. Payment-in-kind
bonds allow an issuer to avoid the need to generate cash to meet current
interest payments. Accordingly, such bonds may involve greater credit risks than
bonds paying interest currently in cash. The Fund is required to accrue interest
income on such investments and to distribute such amounts at least annually to
shareholders even though such bonds do not pay current interest in cash. Thus,
it may be necessary at times for the Fund to liquidate investments in order to
satisfy its dividend requirements.

         To the extent the Fund invests in securities in the lower rating
categories, the achievement of the Fund's goals is more dependent on Schroders'
investment analysis than would be the case if the Fund were investing in
securities in the higher rating categories. This also may be true with respect
to tax-exempt securities, as the amount of information about the financial
condition of an issuer of tax-exempt securities may not be as extensive as that
which is made available by corporations whose securities are publicly traded.

         CONVERTIBLE SECURITIES. The Fund may invest in convertible securities,
which are corporate debt securities that may be converted at either a stated
price or stated rate into underlying shares of common stock. Convertible
securities have general characteristics similar both to debt securities and
equity securities. The market value of convertible securities tends to decline
as interest rates increase and, conversely, tends to increase as interest rates
decline. In addition, because of the conversion feature, the market value of
convertible securities tends to vary with fluctuations in the market value of
the underlying common stocks and, therefore, also will react to variations in
the general market for equity securities. Convertible securities provide for
streams of income with yields that are generally higher than those of common
stocks.

         WARRANTS TO PURCHASE SECURITIES. The Fund may invest in bonds issued
with warrants attached to purchase equity securities. These instruments have
many characteristics of convertible bonds and their prices may, to some degree,
reflect the performance of the underlying stock. Bonds also may be issued with
warrants attached to purchase additional fixed income securities at the same
coupon rate. A decline in interest rates would permit the Fund to buy additional
bonds at the favorable rate or to sell the warrants at a profit. If interest
rates rise, the warrants would generally expire with no value.

         FOREIGN INVESTMENTS. The Fund may invest in securities principally
traded in foreign markets. The Fund may also invest in Eurodollar certificates
of deposit and other certificates of deposit issued by United States branches of
foreign banks and foreign branches of United States banks.

         Investments in foreign securities may involve risks and considerations
different from or in addition to investments in domestic securities. There may
be less information publicly available about a foreign company than about a U.S.
company, and foreign companies are not generally subject to accounting,
auditing, and financial reporting standards and practices comparable to those in
the United States. The securities of some foreign companies are less liquid and
at times more volatile than securities of comparable U.S. companies. Foreign
brokerage commissions and other fees are also generally higher than in the
United States. Foreign settlement procedures and trade regulations may involve
certain risks (such as delay in payment or delivery of securities or in the
recovery of the Fund's assets held abroad) and expenses not present in the
settlement of domestic investments. Also, because foreign securities may be
denominated in foreign currencies, the values of the Fund's assets may be
affected favorably or

                                      -4-


unfavorably by currency exchange rates and exchange control regulations, and the
Fund may incur costs in connection with conversion between currencies.

         In addition, with respect to certain foreign countries, there is a
possibility of nationalization or expropriation of assets, imposition of
currency exchange controls, adoption of foreign governmental restrictions
affecting the payment of principal and interest, imposition of withholding or
confiscatory taxes, political or financial instability, and adverse political,
diplomatic or economic developments which could affect the values of investments
in those countries. In certain countries, legal remedies available to investors
may be more limited than those available with respect to investments in the
United States or other countries and it may be more difficult to obtain and
enforce a judgment against a foreign issuer. Also, the laws of some foreign
countries may limit the Fund's ability to invest in securities of certain
issuers located in those countries. Special tax considerations apply to foreign
securities.

         Income received by the Fund from sources within foreign countries may
be reduced by withholding and other taxes imposed by such countries. Tax
conventions between certain countries and the United States may reduce or
eliminate such taxes. It is impossible to determine the effective rate of
foreign tax in advance since the amount of the Fund's assets to be invested in
various countries is not known, and tax laws and their interpretations may
change from time to time and may change without advance notice. Any such taxes
paid by the Fund will reduce its net income available for distribution to
shareholders.

         EMERGING MARKET SECURITIES. The Fund may invest in securities of
companies determined by Schroders to be "emerging market" issuers. The risks of
investing in foreign securities are particularly high when securities of issuers
based in developing or emerging market countries are involved. Investing in
emerging market countries involves certain risks not typically associated with
investing in U.S. securities, and imposes risks greater than, or in addition to,
risks of investing in foreign, developed countries. These risks include: greater
risks of nationalization or expropriation of assets or confiscatory taxation;
currency devaluations and other currency exchange rate fluctuations; greater
social, economic and political uncertainty and instability (including the risk
of war); more substantial government involvement in the economy; less government
supervision and regulation of the securities markets and participants in those
markets; controls on foreign investment and limitations on repatriation of
invested capital and on the Fund's ability to exchange local currencies for U.S.
dollars; unavailability of currency hedging techniques in certain emerging
market countries; the fact that companies in emerging market countries may be
smaller, less seasoned and newly organized companies; the difference in, or lack
of, auditing and financial reporting standards, which may result in
unavailability of material information about issuers; the risk that it may be
more difficult to obtain and/or enforce a judgment in a court outside the United
States; and, greater price volatility, substantially less liquidity, and
significantly smaller market capitalization of securities markets. Also, any
change in the leadership or politics of emerging market countries, or the
countries that exercise a significant influence over those countries, may halt
the expansion of or reverse the liberalization of foreign investment policies
now occurring and adversely affect existing investment opportunities.

         In addition, a number of emerging market countries restrict, to various
degrees, foreign investment in securities. Furthermore, high rates of inflation
and rapid fluctuations in inflation rates have had, and may continue to have,
negative effects on the economies and securities markets of certain emerging
market countries.

                                      -5-


         FOREIGN CURRENCY TRANSACTIONS. The Fund may engage in currency exchange
transactions to protect against uncertainty in the level of future foreign
currency exchange rates and to increase current return. The Fund may engage in
both "transaction hedging" and "position hedging".

         When it engages in transaction hedging, the Fund enters into foreign
currency transactions with respect to specific receivables or payables of that
Fund generally arising in connection with the purchase or sale of its portfolio
securities. The Fund will engage in transaction hedging when it desires to "lock
in" the U.S. dollar price of a security it has agreed to purchase or sell, or
the U.S. dollar equivalent of a dividend or interest payment in a foreign
currency. By transaction hedging, the Fund will attempt to protect against a
possible loss resulting from an adverse change in the relationship between the
U.S. dollar and the applicable foreign currency during the period between the
date on which the security is purchased or sold or on which the dividend or
interest payment is declared, and the date on which such payments are made or
received.

         The Fund may purchase or sell a foreign currency on a spot (or cash)
basis at the prevailing spot rate in connection with transaction hedging. The
Fund may also enter into contracts to purchase or sell foreign currencies at a
future date ("forward contracts") and purchase and sell foreign currency futures
contracts.

         For transaction hedging purposes, the Fund may also purchase
exchange-listed and over-the-counter call and put options on foreign currency
futures contracts and on foreign currencies. A put option on a futures contract
gives the Fund the right to assume a short position in the futures contract
until expiration of the option. A put option on currency gives the Fund the
right to sell a currency at an exercise price until the expiration of the
option. A call option on a futures contract gives the Fund the right to assume a
long position in the futures contract until the expiration of the option. A call
option on currency gives the Fund the right to purchase a currency at the
exercise price until the expiration of the option. The Fund will engage in
over-the-counter transactions only when appropriate exchange-traded transactions
are unavailable and when, in Schroders' opinion, the pricing mechanism and
liquidity are satisfactory and the participants are responsible parties likely
to meet their contractual obligations.

         When it engages in position hedging, the Fund enters into foreign
currency exchange transactions to protect against a decline in the values of the
foreign currencies in which securities held by the Fund are denominated or are
quoted in their principal trading markets or an increase in the value of
currency for securities which the Fund expects to purchase. In connection with
position hedging, the Fund may purchase put or call options on foreign currency
and foreign currency futures contracts and buy or sell forward contracts and
foreign currency futures contracts. The Fund may also purchase or sell foreign
currency on a spot basis.

         The precise matching of the amounts of foreign currency exchange
transactions and the value of the portfolio securities involved will not
generally be possible since the future value of such securities in foreign
currencies will change as a consequence of market movements in the values of
those securities between the dates the currency exchange transactions are
entered into and the dates they mature.

         It is impossible to forecast with precision the market value of the
Fund's portfolio securities at the expiration or maturity of a forward or
futures contract. Accordingly, it may be necessary for the Fund to purchase
additional foreign currency on the spot market (and bear the expense of such
purchase) if the market value of the security or securities being hedged is less
than the amount of foreign currency the Fund is obligated to deliver and if a
decision is made to sell the security or securities and make delivery of

                                      -6-


the foreign currency. Conversely, it may be necessary to sell on the spot market
some of the foreign currency received upon the sale of the portfolio security or
securities of the Fund if the market value of such security or securities
exceeds the amount of foreign currency the Fund is obligated to deliver.

         To offset some of the costs to the Fund of hedging against fluctuations
in currency exchange rates, the Fund may write covered call options on those
currencies.

         Transaction and position hedging do not eliminate fluctuations in the
underlying prices of the securities which the Fund owns or intends to purchase
or sell. They simply establish a rate of exchange which one can achieve at some
future point in time. Additionally, although these techniques tend to minimize
the risk of loss due to a decline in the value of the hedged currency, they tend
to limit any potential gain which might result from the increase in the value of
such currency. Also, suitable foreign currency hedging transactions may not be
available in all circumstances and there can be no assurance that the Fund will
utilize hedging transactions at any time or from time to time.

         The Fund may also seek to increase its current return by purchasing and
selling foreign currency on a spot basis, and by purchasing and selling options
on foreign currencies and on foreign currency futures contracts, and by
purchasing and selling foreign currency forward contracts.

         Currency Forward and Futures Contracts. A forward foreign currency
exchange contract involves an obligation to purchase or sell a specific currency
at a future date, which may be any fixed number of days from the date of the
contract as agreed by the parties, at a price set at the time of the contract.
In the case of a cancelable forward contract, the holder has the unilateral
right to cancel the contract at maturity by paying a specified fee. The
contracts are traded in the interbank market conducted directly between currency
traders (usually large commercial banks) and their customers. A forward contract
generally has no deposit requirement, and no commissions are charged at any
stage for trades. A foreign currency futures contract is a standardized contract
for the future delivery of a specified amount of a foreign currency at a future
date at a price set at the time of the contract. Foreign currency futures
contracts traded in the United States are designed by and traded on exchanges
regulated by the CFTC, such as the New York Mercantile Exchange.

         Forward foreign currency exchange contracts differ from foreign
currency futures contracts in certain respects. For example, the maturity date
of a forward contract may be any fixed number of days from the date of the
contract agreed upon by the parties, rather than a predetermined date in a given
month. Forward contracts may be in any amounts agreed upon by the parties rather
than predetermined amounts. Also, forward foreign exchange contracts are traded
directly between currency traders so that no intermediary is required. A forward
contract generally requires no margin or other deposit.

         At the maturity of a forward or futures contract, the Fund may either
accept or make delivery of the currency specified in the contract, or at or
prior to maturity enter into a closing transaction involving the purchase or
sale of an offsetting contract. Closing transactions with respect to forward
contracts are usually effected with the currency trader who is a party to the
original forward contract. Closing transactions with respect to futures
contracts are effected on a commodities exchange; a clearing corporation
associated with the exchange assumes responsibility for closing out such
contracts.

         Positions in foreign currency futures contracts and related options may
be closed out only on an exchange or board of trade which provides a secondary
market in such contracts or options. Although the Fund will normally purchase or
sell foreign currency futures contracts and related options only on

                                      -7-


exchanges or boards of trade where there appears to be an active secondary
market, there is no assurance that a secondary market on an exchange or board of
trade will exist for any particular contract or option or at any particular
time. In such event, it may not be possible to close a futures or related option
position and, in the event of adverse price movements, the Fund would continue
to be required to make daily cash payments of variation margin on its futures
positions.

         Foreign Currency Options. Options on foreign currencies operate
similarly to options on securities, and are traded primarily in the
over-the-counter market, although options on foreign currencies have been listed
on several exchanges. Such options will be purchased or written only when
Schroders believes that a liquid secondary market exists for such options. There
can be no assurance that a liquid secondary market will exist for a particular
option at any specific time. Options on foreign currencies are affected by all
of those factors which influence exchange rates and investments generally.

         The value of a foreign currency option is dependent upon the value of
the foreign currency and the U.S. dollar, and may have no relationship to the
investment merits of a foreign security. Because foreign currency transactions
occurring in the interbank market involve substantially larger amounts than
those that may be involved in the use of foreign currency options, investors may
be disadvantaged by having to deal in an odd lot market (generally consisting of
transactions of less than $1 million) for the underlying foreign currencies at
prices that are less favorable than for round lots.

         There is no systematic reporting of last sale information for foreign
currencies and there is no regulatory requirement that quotations available
through dealers or other market sources be firm or revised on a timely basis.
Available quotation information is generally representative of very large
transactions in the interbank market and thus may not reflect relatively smaller
transactions (less than $1 million) where rates may be less favorable. The
interbank market in foreign currencies is a global, around-the-clock market. To
the extent that the U.S. options markets are closed while the markets for the
underlying currencies remain open, significant price and rate movements may take
place in the underlying markets that cannot be reflected in the U.S. options
markets.

         Foreign Currency Conversion. Although foreign exchange dealers do not
charge a fee for currency conversion, they do realize a profit based on the
difference (the "spread") between prices at which they buy and sell various
currencies. Thus, a dealer may offer to sell a foreign currency to the Fund at
one rate, while offering a lesser rate of exchange should the Fund desire to
resell that currency to the dealer.

         CERTAIN DERIVATIVE INSTRUMENTS. Derivative instruments are financial
instruments whose value depends upon, or is derived from, the value of an
underlying asset, such as a security, index or currency. As described below, to
the extent permitted under "Investment Restrictions" below and in the
Prospectuses, the Fund may engage in a variety of transactions involving the use
of derivative instruments, including options and futures contracts on securities
and securities indices, options on futures contracts, and short sales. These
transactions may be used by the Fund for hedging purposes or, to the extent
permitted by applicable law, to increase its current return. Use of derivatives
other than for hedging purposes may be considered speculative, and when the Fund
invests in a derivative instrument it could lose more than the principal amount
invested.

         OPTIONS. The Fund may purchase and sell covered put and call options on
its portfolio securities to enhance investment performance and to protect
against changes in market prices.

                                      -8-


         Covered call options. The Fund may write covered call options on its
portfolio securities to realize a greater current return through the receipt of
premiums than it would realize on its securities alone. Such option transactions
may also be used as a limited form of hedging against a decline in the price of
securities owned by the Fund.

         A call option gives the holder the right to purchase, and obligates the
writer to sell, a security at the exercise price at any time before the
expiration date. A call option is "covered" if the writer, at all times while
obligated as a writer, either owns the underlying securities (or comparable
securities satisfying the cover requirements of the securities exchanges), or
has the right to acquire such securities through immediate conversion of
securities.

         In return for the premium received when it writes a covered call
option, the Fund gives up some or all of the opportunity to profit from an
increase in the market price of the securities covering the call option during
the life of the option. The Fund retains the risk of loss should the price of
such securities decline. If the option expires unexercised, the Fund realizes a
gain equal to the premium, which may be offset by a decline in price of the
underlying security. If the option is exercised, the Fund realizes a gain or
loss equal to the difference between the Fund's cost for the underlying security
and the proceeds of the sale (exercise price minus commissions) plus the amount
of the premium.

         The Fund may terminate a call option that it has written before it
expires by entering into a closing purchase transaction. The Fund may enter into
closing purchase transactions in order to free itself to sell the underlying
security or to write another call on the security, realize a profit on a
previously written call option, or protect a security from being called in an
unexpected market rise. Any profits from a closing purchase transaction may be
offset by a decline in the value of the underlying security. Conversely, because
increases in the market price of a call option will generally reflect increases
in the market price of the underlying security, any loss resulting from a
closing purchase transaction is likely to be offset in whole or in part by
unrealized appreciation of the underlying security owned by the Fund.

         Covered put options. The Fund may write covered put options in order to
enhance its current return. Such options transactions may also be used as a
limited form of hedging against an increase in the price of securities that the
Fund plans to purchase. A put option gives the holder the right to sell, and
obligates the writer to buy, a security at the exercise price at any time before
the expiration date. A put option is "covered" if the writer segregates cash and
high-grade short-term debt obligations or other permissible collateral equal to
the price to be paid if the option is exercised.

         In addition to the receipt of premiums and the potential gains from
terminating such options in closing purchase transactions, the Fund also
receives interest on the cash and debt securities maintained to cover the
exercise price of the option. By writing a put option, the Fund assumes the risk
that it may be required to purchase the underlying security for an exercise
price higher than its then current market value, resulting in a potential
capital loss unless the security later appreciates in value.

         The Fund may terminate a put option that it has written before it
expires by a closing purchase transaction. Any loss from this transaction may be
partially or entirely offset by the premium received on the terminated option.

         Options on foreign securities. The Fund may purchase and sell options
on foreign securities if in Schroders' opinion the investment characteristics of
such options, including the risks of investing in such options, are consistent
with the Fund's investment objectives. It is expected that risks related to such

                                      -9-


options will not differ materially from risks related to options on U.S.
securities. However, position limits and other rules of foreign exchanges may
differ from those in the U.S. In addition, options markets in some countries,
many of which are relatively new, may be less liquid than comparable markets in
the U.S.

         Purchasing put and call options. The Fund may also purchase put options
to protect portfolio holdings against a decline in market value. This protection
lasts for the life of the put option because the Fund, as a holder of the
option, may sell the underlying security at the exercise price regardless of any
decline in its market price. In order for a put option to be profitable, the
market price of the underlying security must decline sufficiently below the
exercise price to cover the premium and transaction costs that the Fund must
pay. These costs will reduce any profit the Fund might have realized had it sold
the underlying security instead of buying the put option.

         The Fund may purchase call options to hedge against an increase in the
price of securities that the Fund wants ultimately to buy. Such hedge protection
is provided during the life of the call option since the Fund, as holder of the
call option, is able to buy the underlying security at the exercise price
regardless of any increase in the underlying security's market price. In order
for a call option to be profitable, the market price of the underlying security
must rise sufficiently above the exercise price to cover the premium and
transaction costs. These costs will reduce any profit the Fund might have
realized had it bought the underlying security at the time it purchased the call
option.

         The Fund may also purchase put and call options to enhance its current
return. The Fund may also buy and sell combinations of put and call options on
the same underlying security to earn additional income.

         Risks involved in the sale of options. Options transactions involve
certain risks, including the risks that Schroders will not forecast interest
rate or market movements correctly, that the Fund may be unable at times to
close out such positions, or that hedging transactions may not accomplish their
purpose because of imperfect market correlations. The successful use of these
strategies depends on the ability of Schroders to forecast market and interest
rate movements correctly.

         An exchange-listed option may be closed out only on an exchange which
provides a secondary market for an option of the same series. Although the Fund
will enter into an option position only if Schroders believes that a liquid
secondary market exists, there is no assurance that a liquid secondary market on
an exchange will exist for any particular option or at any particular time. If
no secondary market were to exist, it would be impossible to enter into a
closing transaction to close out an option position. As a result, the Fund may
be forced to continue to hold, or to purchase at a fixed price, a security on
which it has sold an option at a time when Schroders believes it is inadvisable
to do so.

         Higher than anticipated trading activity or order flow or other
unforeseen events might cause The Options Clearing Corporation or an exchange to
institute special trading procedures or restrictions that might restrict the
Fund's use of options. The exchanges have established limitations on the maximum
number of calls and puts of each class that may be held or written by an
investor or group of investors acting in concert. It is possible that the Fund
and other clients of Schroders may be considered such a group. These position
limits may restrict the Fund's ability to purchase or sell options on particular
securities.

                                      -10-


         As described below, the Fund generally expects that its options
transactions will be conducted on recognized exchanges. In certain instances,
however, the Fund may purchase and sell options in the over-the-counter markets.
Options which are not traded on national securities exchanges may be closed out
only with the other party to the option transaction. For that reason, it may be
more difficult to close out over-the-counter options than exchange-traded
options. Options in the over-the-counter market may also involve the risk that
securities dealers participating in such transactions will be unable to meet
their obligations to the Fund. Furthermore, over-the-counter options are not
subject to the protection afforded purchasers of exchange-traded options by The
Options Clearing Corporation. The Fund will, however, engage in over-the-counter
options transactions only when appropriate exchange-traded options transactions
are unavailable and when, in the opinion of Schroders, the pricing mechanism and
liquidity of the over-the-counter markets are satisfactory and the participants
are responsible parties likely to meet their contractual obligations. The Fund
will treat over-the-counter options (and, in the case of options sold by the
Fund, the underlying securities held by the Fund) as illiquid investments as
required by applicable law.


         Government regulations, particularly the requirements for qualification
as a "regulated investment company" (a "RIC") under the Code, may also restrict
the Fund's use of options.


         FUTURES CONTRACTS. To the extent permitted under "Investment
Restrictions" below and in the Prospectuses and by applicable law, the Fund may
buy and sell futures contracts, options on futures contracts, and related
instruments in order to hedge against the effects of adverse market changes or
to increase current return. Depending upon the change in the value of the
underlying security or index when the Fund enters into or terminates a futures
contract the Fund may realize a gain or loss.

         The Fund is operated by a person who has claimed an exclusion from the
definition of the term "commodity pool operator" under the Commodity Exchange
Act (the "CEA") and, therefore, such person is not subject to registration or
regulation as a pool operator under the CEA.

         Futures on Securities and Related Options. A futures contract on a
security is a binding contractual commitment which, if held to maturity, will
result in an obligation to make or accept delivery, during a particular month,
of securities having a standardized face value and rate of return. By purchasing
futures on securities -- assuming a "long" position -- the Fund will legally
obligate itself to accept the future delivery of the underlying security and pay
the agreed price. By selling futures on securities -- assuming a "short"
position -- it will legally obligate itself to make the future delivery of the
security against payment of the agreed price. Open futures positions on
securities will be valued at the most recent settlement price, unless that price
does not, in the judgment of the Fund's Valuation Committee, reflect the fair
value of the contract, in which case the positions will be fair valued by the
Trustees or the Valuation Committee.

         Positions taken in the futures markets are not normally held to
maturity, but are instead liquidated through offsetting transactions that may
result in a profit or a loss. While futures positions taken by the Fund will
usually be liquidated in this manner, the Fund may instead make or take delivery
of the underlying securities whenever it appears in Schroders' judgment
economically advantageous for the Fund to do so. A clearing corporation
associated with the exchange on which futures are traded assumes responsibility
for such closing transactions and guarantees that the Fund's sale and purchase
obligations under closed-out positions will be performed at the termination of
the contract.

                                      -11-


         Hedging by use of futures on securities seeks to establish more
certainty than would otherwise be possible the effective rate of return on
portfolio securities. The Fund may, for example, take a "short" position in the
futures market by selling contracts for the future delivery of securities held
by the Fund (or securities having characteristics similar to those held by the
Fund) in order to hedge against an anticipated rise in interest rates that would
adversely affect the value of the Fund's portfolio securities. When hedging of
this character is successful, any depreciation in the value of portfolio
securities may substantially be offset by appreciation in the value of the
futures position.

         On other occasions, the Fund may take a "long" position by purchasing
futures on securities. This would be done, for example, when the Fund expects to
purchase particular securities when it has the necessary cash, but expects the
rate of return available in the securities markets at that time to be less
favorable than rates currently available in the futures markets. If the
anticipated rise in the price of the securities should occur (with its
concomitant reduction in yield), the increased cost to the Fund of purchasing
the securities may be offset, at least to some extent, by the rise in the value
of the futures position taken in anticipation of the subsequent securities
purchase.

         A Fund that invests in fixed income securities may also use futures to
adjust the duration of its fixed income portfolio and otherwise to manage
(increase or decrease) the Fund's exposure to interest rate risk.

         Successful use by the Fund of futures contracts on securities is
subject to Schroders' ability to predict correctly movements in the direction of
the security's price and factors affecting markets for securities. For example,
if the Fund has hedged against the possibility of an increase in interest rates
which would adversely affect the market prices of securities held by it and the
prices of such securities increase instead, the Fund will lose part or all of
the benefit of the increased value of its securities which it has hedged because
it will have offsetting losses in its futures positions. In addition, in such
situations, if the Fund has insufficient cash, it may have to sell securities to
meet daily maintenance margin requirements. The Fund may have to sell securities
at a time when it may be disadvantageous to do so.

         The Fund may purchase and write put and call options on certain futures
contracts, as they become available. Such options are similar to options on
securities except that options on futures contracts give the purchaser the
right, in return for the premium paid, to assume a position in a futures
contract (a long position if the option is a call and a short position if the
option is a put) at a specified exercise price at any time during the period of
the option. As with options on securities, the holder or writer of an option may
terminate his position by selling or purchasing an option of the same series.
There is no guarantee that such closing transactions can be effected. The Fund
will be required to deposit initial margin and maintenance margin with respect
to put and call options on futures contracts written by it pursuant to brokers'
requirements, and, in addition, net option premiums received will be included as
initial margin deposits. See "Margin Payments" below. Compared to the purchase
or sale of futures contracts, the purchase of call or put options on futures
contracts involves less potential risk to the Fund because the maximum amount at
risk is the premium paid for the options plus transactions costs. However, there
may be circumstances when the purchase of call or put options on a futures
contract would result in a loss to the Fund when the purchase or sale of the
futures contracts would not, such as when there is no movement in the prices of
securities. The writing of a put or call option on a futures contract involves
risks similar to those risks relating to the purchase or sale of futures
contracts.

         Index Futures Contracts and Options. The Fund may invest in debt index
futures contracts and stock index futures contracts, and in related options. A
debt index futures contract is a contract to buy or

                                      -12-


sell units of a specified debt index at a specified future date at a price
agreed upon when the contract is made. A unit is the current value of the index.
A stock index futures contract is a contract to buy or sell units of a stock
index at a specified future date at a price agreed upon when the contract is
made. A unit is the current value of the stock index.

         Depending on the change in the value of the index between the time when
the Fund enters into and terminates an index futures transaction, the Fund may
realize a gain or loss. The following example illustrates generally the manner
in which index futures contracts operate. The Standard & Poor's 100 Stock Index
is composed of 100 selected common stocks, most of which are listed on the New
York Stock Exchange. The S&P 100 Index assigns relative weightings to the common
stocks included in the Index, and the Index fluctuates with changes in the
market values of those common stocks. In the case of the S&P 100 Index,
contracts are to buy or sell 100 units. Thus, if the value of the S&P 100 Index
were $180, one contract would be worth $18,000 (100 units x $180). The stock
index futures contract specifies that no delivery of the actual stocks making up
the index will take place. Instead, settlement in cash must occur upon the
termination of the contract, with the settlement being the difference between
the contract price and the actual level of the stock index at the expiration of
the contract. For example, if the Fund enters into a futures contract to buy 100
units of the S&P 100 Index at a specified future date at a contract price of
$180 and the S&P 100 Index is at $184 on that future date, the Fund will gain
$400 (100 units x gain of $4). If the Fund enters into a futures contract to
sell 100 units of the stock index at a specified future date at a contract price
of $180 and the S&P 100 Index is at $182 on that future date, the Fund will lose
$200 (100 units x loss of $2).

         The Fund may purchase or sell futures contracts with respect to any
securities indices. Positions in index futures may be closed out only on an
exchange or board of trade which provides a secondary market for such futures.

         In order to hedge the Fund's investments successfully using futures
contracts and related options, the Fund must invest in futures contracts with
respect to indices or sub-indices the movements of which will, in Schroders'
judgment, have a significant correlation with movements in the prices of the
Fund's portfolio securities.

         Options on index futures contracts are similar to options on securities
except that options on index futures contracts give the purchaser the right, in
return for the premium paid, to assume a position in an index futures contract
(a long position if the option is a call and a short position if the option is a
put) at a specified exercise price at any time during the period of the option.
Upon exercise of the option, the holder would assume the underlying futures
position and would receive a variation margin payment of cash or securities
approximating the increase in the value of the holder's option position. If an
option is exercised on the last trading day prior to the expiration date of the
option, the settlement will be made entirely in cash based on the difference
between the exercise price of the option and the closing level of the index on
which the futures contract is based on the expiration date. Purchasers of
options who fail to exercise their options prior to the exercise date suffer a
loss of the premium paid.

         As an alternative to purchasing and selling call and put options on
index futures contracts, the Fund may purchase and sell index futures contracts
may purchase and sell call and put options on the underlying indices themselves
to the extent that such options are traded on national securities exchanges.
Index options are similar to options on individual securities in that the
purchaser of an index option acquires the right to buy (in the case of a call)
or sell (in the case of a put), and the writer undertakes the obligation to sell
or buy (as the case may be), units of an index at a stated exercise price during
the term

                                      -13-


of the option. Instead of giving the right to take or make actual delivery of
securities, the holder of an index option has the right to receive a cash
"exercise settlement amount." This amount is equal to the amount by which the
fixed exercise price of the option exceeds (in the case of a put) or is less
than (in the case of a call) the closing value of the underlying index on the
date of the exercise, multiplied by a fixed "index multiplier."

         The Fund may purchase or sell options on stock indices in order to
close out its outstanding positions in options on stock indices which it has
purchased. The Fund may also allow such options to expire unexercised.

         Compared to the purchase or sale of futures contracts, the purchase of
call or put options on an index involves less potential risk to the Fund because
the maximum amount at risk is the premium paid for the options plus transactions
costs. The writing of a put or call option on an index involves risks similar to
those risks relating to the purchase or sale of index futures contracts.

         The Fund may also purchase warrants, issued by banks and other
financial institutions, whose values are based on the values from time to time
of one or more securities indices.

         Margin Payments. When the Fund purchases or sells a futures contract,
it is required to deposit with a futures commission merchant an amount of cash,
U.S. Treasury bills, or other permissible collateral equal to a small percentage
of the amount of the futures contract. This amount is known as "initial margin."
The nature of initial margin is different from that of margin in security
transactions in that it does not involve borrowing money to finance
transactions. Rather, initial margin is similar to a performance bond or good
faith deposit that is returned to the Fund upon termination of the contract,
assuming the Fund satisfies its contractual obligations.

         Subsequent payments to and from the broker occur on a daily basis in a
process known as "marking to market." These payments are called "variation
margin" and are made as the value of the underlying futures contract fluctuates.
For example, when the Fund sells a futures contract and the price of the
underlying security rises above the delivery price, the Fund's position declines
in value. The Fund then pays the broker a variation margin payment equal to the
difference between the delivery price of the futures contract and the market
price of the securities underlying the futures contract. Conversely, if the
price of the underlying security falls below the delivery price of the contract,
the Fund's futures position increases in value. The broker then must make a
variation margin payment equal to the difference between the delivery price of
the futures contract and the market price of the securities underlying the
futures contract.

         When the Fund terminates a position in a futures contract, a final
determination of variation margin is made, additional cash is paid by or to the
Fund, and the Fund realizes a loss or a gain. Such closing transactions involve
additional commission costs.

         SPECIAL RISKS OF TRANSACTIONS IN FUTURES CONTRACTS AND RELATED OPTIONS


         Liquidity Risks. Positions in futures contracts may be closed out only
on an exchange or board of trade which provides a secondary market for such
futures. Although the Fund intends to purchase or sell futures only on exchanges
or boards of trade where there appears to be an active secondary market, there
is no assurance that a liquid secondary market on an exchange or board of trade
will exist for any particular contract or at any particular time. If there is
not a liquid secondary market at a particular time,

                                      -14-



it may not be possible to close a futures position at such time and, in the
event of adverse price movements, the Fund would continue to be required to make
daily cash payments of variation margin. However, in the event financial futures
are used to hedge portfolio securities, such securities will not generally be
sold until the financial futures can be terminated. In such circumstances, an
increase in the price of the portfolio securities, if any, may partially or
completely offset losses on the financial futures.


         In addition to the risks that apply to all options transactions, there
are several special risks relating to options on futures contracts. The ability
to establish and close out positions in such options will be subject to the
development and maintenance of a liquid secondary market. It is not certain that
such a market will develop. Although the Fund generally will purchase only those
options for which there appears to be an active secondary market, there is no
assurance that a liquid secondary market on an exchange will exist for any
particular option or at any particular time. In the event no such market exists
for particular options, it might not be possible to effect closing transactions
in such options with the result that the Fund would have to exercise the options
in order to realize any profit.

         Hedging Risks. There are several risks in connection with the use by
the Fund of futures contracts and related options as a hedging device. One risk
arises because of the imperfect correlation between movements in the prices of
the futures contracts and options and movements in the underlying securities or
index or in the prices of the Fund's securities which are the subject of a
hedge. Schroders will, however, attempt to reduce this risk by purchasing and
selling, to the extent possible, futures contracts and related options on
securities and indices the movements of which will, in its judgment, correlate
closely with movements in the prices of the underlying securities or index and
the Fund's portfolio securities sought to be hedged.

         Successful use of futures contracts and options by the Fund for hedging
purposes is also subject to Schroders' ability to predict correctly movements in
the direction of the market. It is possible that, where the Fund has purchased
puts on futures contracts to hedge its portfolio against a decline in the
market, the securities or index on which the puts are purchased may increase in
value and the value of securities held in the portfolio may decline. If this
occurred, the Fund would lose money on the puts and also experience a decline in
value in its portfolio securities. In addition, the prices of futures, for a
number of reasons, may not correlate perfectly with movements in the underlying
securities or index due to certain market distortions. First, all participants
in the futures markets are subject to margin deposit requirements. Such
requirements may cause investors to close futures contracts through offsetting
transactions which could distort the normal relationship between the underlying
security or index and futures markets. Second, the margin requirements in the
futures markets are less onerous than margin requirements in the securities
markets in general, and as a result the futures markets may attract more
speculators than the securities markets do. Increased participation by
speculators in the futures markets may also cause temporary price distortions.
Due to the possibility of price distortion, even a correct forecast of general
market trends by Schroders may still not result in a successful hedging
transaction over a very short time period.

         Lack of Availability. Because the markets for certain options and
futures contracts and other derivative instruments in which the Fund may invest
(including markets located in foreign countries) are relatively new and still
developing and may be subject to regulatory restraints, the Fund's ability to
engage in transactions using such instruments may be limited. Suitable
derivative transactions may not be available in all circumstances and there is
no assurance that the Fund will engage in such transactions at any time or from
time to time. The Fund's ability to engage in hedging transactions may also be
limited by certain regulatory and tax considerations.

                                      -15-


         Other Risks. The Fund will incur brokerage fees in connection with its
futures and options transactions. In addition, while futures contracts and
options on futures may be purchased and sold to reduce certain risks, those
transactions themselves entail certain other risks. Thus, while the Fund may
benefit from the use of futures and related options, unanticipated changes in
interest rates or stock price movements may result in a poorer overall
performance for the Fund than if it had not entered into any futures contracts
or options transactions. Moreover, in the event of an imperfect correlation
between the futures position and the portfolio position which is intended to be
protected, the desired protection may not be obtained and the Fund may be
exposed to risk of loss. The Fund may be required to segregate certain of its
assets on the books of its custodian in respect of derivatives transactions
entered into by the Fund. As an open-end investment company, registered with the
SEC, the Trust is subject to federal securities laws, including the 1940 Act,
related rules and various SEC and SEC Staff positions. In accordance with these
positions, with respect to certain kinds of derivatives, the Trust must "set
aside" (referred to sometimes as "asset segregation") liquid assets, or engage
in other SEC- or Staff-approved measures while the derivatives contracts are
open. For example, with respect to forwards and futures contracts that are not
contractually required to "cash-settle," the Trust must cover its open positions
by setting aside liquid assets equal to the contracts' full, notional value.
With respect to forwards and futures that are contractually required to
"cash-settle," however, the Trust is permitted to set aside liquid assets in an
amount equal to the Trust's daily marked-to-market (net) obligation (i.e. the
Trust's daily net liability, if any) rather than the notional value. By setting
aside assets equal to only its net obligation under cash-settled forward or
futures the Trust will have the ability to employ leverage to a greater extent
than if the Trust were required to segregate assets equal to the full notional
value of such contracts. The use of leverage involves certain risks. The Trust
reserves the right to modify its asset segregation policies in the future to
comply with any changes in the positions articulated from time to time by the
SEC and its Staff.

         SWAP AGREEMENTS. The Fund may enter into swap agreements and other
types of over-the-counter transactions with broker-dealers or other financial
institutions. Depending on their structures, swap agreements may increase or
decrease the Fund's exposure to long- or short-term interest rates (in the
United States or abroad), foreign currency values, mortgage securities,
corporate borrowing rates, or other factors such as security prices or inflation
rates. The values of the Fund's swap positions would increase or decrease
depending on the changes in value of the underlying rates, currency values, or
other indices or measures.

         The Fund may also enter into "credit default" swap transactions. In a
credit default swap, one party pays what is, in effect, an insurance premium
through a stream of payments to another party in exchange for the right to
receive a specified return in a default (or similar events) by a third party on
its obligations. The Fund may pay a premium and, in return, have the right to
put certain bonds or loans to the counterparty upon default by the issuer of
such bonds or loans (or similar events) and to receive in return the par value
of such bonds or loans (or another agreed upon amount). The Fund would generally
enter into this type of transaction to limit or reduce risk with respect to
bonds or loans that it owns in its portfolios or otherwise in connection with
transactions intended to reduce one or more risks in the Fund's portfolio, or
otherwise to increase the Fund's investment return. In addition, the Fund could
also receive the premium referenced above, and be obligated to pay a
counterparty the par value of certain bonds or loans upon a default (or similar
event) by the issuer. The Fund would generally enter into this type of
transaction as a substitute for investment in the securities of the issuer, or
otherwise to increase the Fund's investment return.

         The Fund's ability to realize a profit from such transactions will
depend on the ability of the financial institutions with which they enter into
the transactions to meet their obligations to the Fund.

                                      -16-


         Under certain circumstances, suitable transactions may not be available
to the Fund, or the Fund may be unable to close out its position under such
transactions at the same time, or at the same price, as if it had purchased
comparable publicly traded securities. The Fund's ability to engage in certain
swap transactions may be limited by tax considerations.

         HYBRID INSTRUMENTS. These instruments are generally considered
derivatives and include indexed or structured securities, and combine the
elements of futures contracts or options with those of debt, preferred equity or
a depository instrument. A hybrid instrument may be a debt security, preferred
stock, warrant, convertible security, certificate of depositor other evidence of
indebtedness on which a portion of or all interest payments, and/or the
principal or stated amount payable at maturity, redemption or retirement, is
determined by reference to prices, changes in prices, or differences between
prices, of securities, currencies, intangibles, goods, articles or commodities
(collectively, "underlying assets"), or by another objective index, economic
factor or other measure, including interest rates, currency exchange rates, or
commodities or securities indices (collectively, "benchmarks"). Hybrid
instruments may take a number of forms, including, but not limited to, debt
instruments with interest or principal payments or redemption terms determined
by reference to the value of an index at a future time, preferred stock with
dividend rates determined by reference to the value of a currency, or
convertible securities with the conversion terms related to a particular
commodity.

         The risks of investing in hybrid instruments reflect a combination of
the risks of investing in securities, options, futures and currencies. An
investment in a hybrid instrument may entail significant risks that are not
associated with a similar investment in a traditional debt instrument that has a
fixed principal amount, is denominated in U.S. dollars or bears interest either
at a fixed rate or a floating rate determined by reference to a common,
nationally published benchmark. The risks of a particular hybrid instrument will
depend upon the terms of the instrument, but may include the possibility of
significant changes in the benchmark(s) or the prices of the underlying assets
to which the instrument is linked. Such risks generally depend upon factors
unrelated to the operations or credit quality of the issuer of the hybrid
instrument, which may not be foreseen by the purchaser, such as economic and
political events, the supply and demand of the underlying assets and interest
rate movements. Hybrid instruments may be highly volatile and their use by the
Fund may not be successful.

         Hybrid instruments may bear interest or pay preferred dividends at
below market (or even relatively nominal) rates. Alternatively, hybrid
instruments may bear interest at above market rates but bear an increased risk
of principal loss (or gain). The latter scenario may result if "leverage" is
used to structure the hybrid instrument. Leverage risk occurs when the hybrid
instrument is structured so that a given change in a benchmark or underlying
asset is multiplied to produce a greater value change in the hybrid instrument,
thereby magnifying the risk of loss as well as the potential for gain.

         Hybrid instruments can be an efficient means of creating exposure to a
particular market, or segment of a market, with the objective of enhancing total
return. For example, the Fund may wish to take advantage of expected declines in
interest rates in several European countries, but avoid the transaction costs
associated with buying and currency-hedging the foreign bond positions. One
solution would be to purchase a U.S. dollar-denominated hybrid instrument whose
redemption price is linked to the average three year interest rate in a
designated group of countries. The redemption price formula would provide for
payoffs of less than par if rates were above the specified level. Furthermore,
the Fund could limit the downside risk of the security by establishing a minimum
redemption price so that the principal paid at maturity could not be below a
predetermined minimum level if interest rates were to rise significantly. The
purpose of this arrangement, known as a structured security with an embedded put

                                      -17-


option, would be to give the Fund the desired European bond exposure while
avoiding currency risk, limiting downside market risk, and lowering transaction
costs. Of course, there is no guarantee that the strategy will be successful and
the Fund could lose money if, for example, interest rates do not move as
anticipated or credit problems develop with the issuer of the hybrid instrument.

         Hybrid instruments are potentially more volatile and carry greater
market risks than traditional debt instruments. Depending on the structure of
the particular hybrid instrument, changes in a benchmark may be magnified by the
terms of the hybrid instrument and have an even more dramatic and substantial
effect upon the value of the hybrid instrument. Also, the prices of the hybrid
instrument and the benchmark or underlying asset may not move in the same
direction or at the same time.

         Hybrid instruments may also carry liquidity risk since the instruments
are often "customized" to meet the portfolio needs of a particular investor, and
therefore, the number of investors that are willing and able to buy such
instruments in the secondary market may be smaller than that for more
traditional debt securities. Under certain conditions, the redemption value of
such an investment could be zero. In addition, because the purchase and sale of
hybrid investments would likely take place in an over-the-counter market without
the guarantee of a central clearing organization, or in a transaction between
the Fund and the issuer of the hybrid instrument, the creditworthiness of the
counterparty of the issuer of the hybrid instrument would be an additional risk
factor the Fund would have to consider and monitor. Hybrid instruments also may
not be subject to regulation by the Commodities Futures Trading Commission
("CFTC"), which generally regulates the trading of commodity futures by U.S.
persons, the Securities and Exchange Commission (the "Commission"), which
regulates the offer and sale of securities by and to U.S. persons, or any other
governmental regulatory authority.

         MORTGAGE BACKED AND ASSET-BACKED SECURITIES. Mortgage-backed
securities, including collateralized mortgage obligations ("CMOs") and certain
stripped mortgage-backed securities represent a participation in, or are secured
by, mortgage loans. Asset-backed securities are structured like mortgage-backed
securities, but instead of mortgage loans or interests in mortgage loans, the
underlying assets may include such items as motor vehicle installment sales or
installment loan contracts, leases of various types of real and personal
property and receivables from credit card agreements. The ability of an issuer
of asset-backed securities to enforce its security interest in the underlying
assets may be limited.

         Mortgage-backed securities have yield and maturity characteristics
corresponding to the underlying assets. Unlike traditional debt securities,
which may pay a fixed rate of interest until maturity, when the entire principal
amount comes due, payments on certain mortgage-backed securities include both
interest and a partial repayment of principal. Besides the scheduled repayment
of principal, repayments of principal may result from the voluntary prepayment,
refinancing or foreclosure of the underlying mortgage loans. If property owners
make unscheduled prepayments of their mortgage loans, these prepayments will
result in early payment of the applicable mortgage-related securities. In that
event the Fund may be unable to invest the proceeds from the early payment of
the mortgage-related securities in an investment that provides as high a yield
as the mortgage-related securities. Consequently, early payment associated with
mortgage-related securities may cause these securities to experience
significantly greater price and yield volatility than that experienced by
traditional fixed-income securities. The occurrence of mortgage prepayments is
affected by factors including the level of interest rates, general economic
conditions, the location and age of the mortgage and other social and
demographic conditions. During periods of falling interest rates, the rate of
mortgage prepayments tends to increase, thereby tending to decrease the life of
mortgage-related securities. During periods of rising interest rates, the rate
of mortgage prepayments usually decreases, thereby tending to increase the life
of mortgage-

                                      -18-


related securities. If the life of a mortgage-related security is inaccurately
predicted, the Fund may not be able to realize the rate of return the adviser
expected.

         Mortgage-backed and asset-backed securities are less effective than
other types of securities as a means of "locking in" attractive long-term
interest rates. One reason is the need to reinvest prepayments of principal;
another is the possibility of significant unscheduled prepayments resulting from
declines in interest rates. These prepayments would have to be reinvested at
lower rates. As a result, these securities may have less potential for capital
appreciation during periods of declining interest rates than other securities of
comparable maturities, although they may have a similar risk of decline in
market value during periods of rising interest rates. Prepayments may also
significantly shorten the effective maturities of these securities, especially
during periods of declining interest rates. Conversely, during periods of rising
interest rates, a reduction in prepayments may increase the effective maturities
of these securities, subjecting them to a greater risk of decline in market
value in response to rising interest rates than traditional debt securities,
and, therefore, potentially increasing the volatility of the Fund.

         Prepayments may cause losses on securities purchased at a premium. At
times, some mortgage-backed and asset-backed securities will have higher than
market interest rates and therefore will be purchased at a premium above their
par value.

         CMOs may be issued by a U.S. Government agency or instrumentality or by
a private issuer. Although payment of the principal of, and interest on, the
underlying collateral securing privately issued CMOs may be guaranteed by the
U.S. Government or its agencies or instrumentalities, these CMOs represent
obligations solely of the private issuer and are not insured or guaranteed by
the U.S. Government, its agencies or instrumentalities or any other person or
entity.

         Prepayments could cause early retirement of CMOs. CMOs are designed to
reduce the risk of prepayment for investors by issuing multiple classes of
securities, each having different maturities, interest rates and payment
schedules, and with the principal and interest on the underlying mortgages
allocated among the several classes in various ways. Payment of interest or
principal on some classes or series of CMOs may be subject to contingencies or
some classes or series may bear some or all of the risk of default on the
underlying mortgages. CMOs of different classes or series are generally retired
in sequence as the underlying mortgage loans in the mortgage pool are repaid. If
enough mortgages are repaid ahead of schedule, the classes or series of a CMO
with the earliest maturities generally will be retired prior to their
maturities. Thus, the early retirement of particular classes or series of a CMO
would have the same effect as the prepayment of mortgages underlying other
mortgage-backed securities. Conversely, slower than anticipated prepayments can
extend the effective maturities of CMOs, subjecting them to a greater risk of
decline in market value in response to rising interest rates than traditional
debt securities, and, therefore, potentially increasing their volatility.

         Prepayments could result in losses on stripped mortgage-backed
securities. Stripped mortgage-backed securities are usually structured with two
classes that receive different portions of the interest and principal
distributions on a pool of mortgage loans. The yield to maturity on an interest
only or "IO" class of stripped mortgage-backed securities is extremely sensitive
not only to changes in prevailing interest rates but also to the rate of
principal payments (including prepayments) on the underlying assets. A rapid
rate of principal prepayments may have a measurable adverse effect on the Fund's
yield to maturity to the extent it invests in IOs. If the assets underlying the
IO experience greater than anticipated prepayments of principal, the Fund may
fail to recoup fully, or at all, its initial investment in these

                                      -19-


securities. Conversely, principal only securities or "POs" tend to increase in
value if prepayments are greater than anticipated and decline if prepayments are
slower than anticipated.

         The secondary market for stripped mortgage-backed securities may be
more volatile and less liquid than that for other mortgage-backed securities,
potentially limiting the Fund's ability to buy or sell those securities at any
particular time.

NON-PRINCIPAL INVESTMENTS, INVESTMENT PRACTICES AND RISKS

         In addition to the principal investment strategies and the principal
risks of the Fund described in the Prospectuses and this SAI, the Fund may
employ other investment practices and may be subject to additional risks, which
are described below.

         SHORT SALES. The Fund may seek to hedge investments or realize
additional gains through short sales.

         Short sales are transactions in which the Fund sells a security it does
not own, in anticipation of a decline in the market value of that security. To
complete such a transaction, the Fund must borrow the security to make delivery
to the buyer. The Fund then is obligated to replace the security borrowed by
purchasing it at the market price at or prior to the time of replacement. The
price at such time may be more or less than the price at which the security was
sold by the Fund. Until the security is replaced, the Fund is required to repay
the lender any dividends or interest that accrue during the period of the loan.
To borrow the security, the Fund also may be required to pay a premium, which
would increase the cost of the security sold. The net proceeds of the short sale
will be retained by the broker (or by the Fund's custodian in a special custody
account), to the extent necessary to meet margin requirements, until the short
position is closed out. The Fund also will incur transaction costs in effecting
short sales.

         The Fund will incur a loss as a result of the short sale if the price
of the security increases between the date of the short sale and the date on
which the Fund replaces the borrowed security. The Fund may realize a gain if
the security declines in price between those dates. The amount of any gain will
be decreased, and the amount of any loss increased, by the amount of the
premium, dividends, interest or expenses the Fund may be required to pay in
connection with a short sale. The Fund's loss on a short sale could
theoretically be unlimited in a case where the Fund is unable, for whatever
reason, to close out its short position. There can be no assurance that the Fund
will be able to close out a short position at any particular time or at an
acceptable price. In addition, short positions may result in a loss if a
portfolio strategy of which the short position is a part is otherwise
unsuccessful.

         At any time that the Fund has sold a security short, it will maintain
liquid securities, in a segregated account with its custodian, in an amount
that, when combined with the amount of collateral deposited with the broker in
connection with the short sale, equals the value at the time of the securities
sold short.

         REPURCHASE AGREEMENTS. The Fund may enter into repurchase agreements
without limit. A repurchase agreement is a contract under which the Fund
acquires a security for a relatively short period (usually not more than one
week) subject to the obligation of the seller to repurchase and the Fund to
resell such security at a fixed time and price (representing the Fund's cost
plus interest). It is the Fund's present intention to enter into repurchase
agreements only with member banks of the Federal Reserve System and securities
dealers meeting certain criteria as to creditworthiness and financial condition,
and

                                      -20-


only with respect to obligations of the U.S. government or its agencies or
instrumentalities or other high quality short-term debt obligations. Repurchase
agreements may also be viewed as loans made by the Fund which are collateralized
by the securities subject to repurchase. Schroders will monitor such
transactions to ensure that the value of the underlying securities will be at
least equal at all times to the total amount of the repurchase obligation,
including the interest factor. If the seller defaults, the Fund could realize a
loss on the sale of the underlying security to the extent that the proceeds of
sale including accrued interest are less than the resale price provided in the
agreement including interest. In addition, if the seller should be involved in
bankruptcy or insolvency proceedings, the Fund may incur delay and costs in
selling the underlying security or may suffer a loss of principal and interest
if the Fund is treated as an unsecured creditor and required to return the
underlying collateral to the seller's estate.

         FORWARD COMMITMENTS. The Fund may enter into contracts to purchase
securities for a fixed price at a future date beyond customary settlement time
("forward commitments") if the Fund holds, and maintains until the settlement
date in a segregated account, cash or liquid securities in an amount sufficient
to meet the purchase price, or if the Fund enters into offsetting contracts for
the forward sale of other securities it owns. Forward commitments may be
considered securities in themselves, and involve a risk of loss if the value of
the security to be purchased declines prior to the settlement date, which risk
is in addition to the risk of decline in the value of the Fund's other assets.
Where such purchases are made through dealers, the Fund relies on the dealer to
consummate the sale. The dealer's failure to do so may result in the loss to the
Fund of an advantageous yield or price.

         Although the Fund will generally enter into forward commitments with
the intention of acquiring securities for its portfolio or for delivery pursuant
to options contracts it has entered into, the Fund may dispose of a commitment
prior to settlement if Schroders deems it appropriate to do so. The Fund may
realize short-term profits or losses upon the sale of forward commitments.

         FLOATING RATE AND VARIABLE RATE DEMAND NOTES. Floating rate and
variable rate demand notes and bonds may have a stated maturity in excess of one
year, but may have features that permit a holder to demand payment of principal
plus accrued interest upon a specified number of days notice. Frequently, such
obligations are secured by letters of credit or other credit support
arrangements provided by banks. The issuer has a corresponding right, after a
given period, to prepay in its discretion the outstanding principal of the
obligation plus accrued interest upon a specific number of days notice to the
holders. The interest rate of a floating rate instrument may be based on a known
lending rate, such as a bank's prime rate, and is reset whenever such rate is
adjusted. The interest rate on a variable rate demand note is reset at specified
intervals at a market rate.

         LOAN PARTICIPATIONS AND OTHER FLOATING RATE LOANS. The Fund may invest
in "loan participations." By purchasing a loan participation, the Fund acquires
some or all of the interest of a bank or other lending institution in a loan to
a particular borrower. Many such loans are secured, and most impose restrictive
covenants which must be met by the borrower. These loans are typically made by a
syndicate of banks, represented by an agent bank which has negotiated and
structured the loan and which is responsible generally for collecting interest,
principal, and other amounts from the borrower on its own behalf and on behalf
of the other lending institutions in the syndicate, and for enforcing its and
their other rights against the borrower. Each of the lending institutions,
including the agent bank, lends to the borrower a portion of the total amount of
the loan, and retains the corresponding interest in the loan.

         The Fund's ability to receive payments of principal and interest and
other amounts in connection with loan participations held by it will depend
primarily on the financial condition of the borrower. The

                                      -21-


failure by the Fund to receive scheduled interest or principal payments on a
loan participation would adversely affect the income of the Fund and would
likely reduce the value of its assets, which would be reflected in a reduction
in the Fund's net asset value. Banks and other lending institutions generally
perform a credit analysis of the borrower before originating a loan or
participating in a lending syndicate. In selecting the loan participations in
which the Fund will invest, however, Schroders will not rely solely on that
credit analysis, but will perform its own investment analysis of the borrowers.
Schroders' analysis may include consideration of the borrower's financial
strength and managerial experience, debt coverage, additional borrowing
requirements or debt maturity schedules, changing financial conditions, and
responsiveness to changes in business conditions and interest rates. Schroders
will be unable to access non-public information to which other investors in
syndicated loans may have access. Because loan participations in which the Fund
may invest are not generally rated by independent credit rating agencies, a
decision by the Fund to invest in a particular loan participation will depend
almost exclusively on Schroders', and the original lending institution's, credit
analysis of the borrower. Investments in loan participations may be of any
quality, including "distressed" loans, and will be subject to the Fund's credit
quality policy.

         Loan participations may be structured in different forms, including
novations, assignments and participating interests. In a novation, the Fund
assumes all of the rights of a lending institution in a loan, including the
right to receive payments of principal and interest and other amounts directly
from the borrower and to enforce its rights as a lender directly against the
borrower. The Fund assumes the position of a co-lender with other syndicate
members. As an alternative, the Fund may purchase an assignment of a portion of
a lender's interest in a loan. In this case, the Fund may be required generally
to rely upon the assigning bank to demand payment and enforce its rights against
the borrower, but would otherwise be entitled to all of such bank's rights in
the loan. The Fund may also purchase a participating interest in a portion of
the rights of a lending institution in a loan. In such case, it will be entitled
to receive payments of principal, interest and premium, if any, but will not
generally be entitled to enforce its rights directly against the agent bank or
the borrower, and must rely for that purpose on the lending institution. The
Fund may also acquire a loan participation directly by acting as a member of the
original lending syndicate.

         The Fund will in many cases be required to rely upon the lending
institution from which it purchases the loan participation to collect and pass
on to the Fund such payments and to enforce the Fund's rights under the loan. As
a result, an insolvency, bankruptcy or reorganization of the lending institution
may delay or prevent the Fund from receiving principal, interest and other
amounts with respect to the underlying loan. When the Fund is required to rely
upon a lending institution to pay to that Fund principal, interest and other
amounts received by it, Schroders will also evaluate the creditworthiness of the
lending institution.

         The borrower of a loan in which the Fund holds a participation interest
may, either at its own election or pursuant to terms of the loan documentation,
prepay amounts of the loan from time to time. There is no assurance that the
Fund will be able to reinvest the proceeds of any loan prepayment at the same
interest rate or on the same terms as those of the original loan participation.

         Corporate loans in which the Fund may purchase a loan participation are
made generally to finance internal growth, mergers, acquisitions, stock
repurchases, leveraged buy-outs and other corporate activities. Under current
market conditions, most of the corporate loan participations purchased by the
Fund will represent interests in loans made to finance highly leveraged
corporate acquisitions, known as "leveraged buy-out" transactions. The highly
leveraged capital structure of the borrowers in such

                                      -22-


transactions may make such loans especially vulnerable to adverse changes in
economic or market conditions. In addition, loan participations generally are
subject to restrictions on transfer, and only limited opportunities may exist to
sell such participations in secondary markets. As a result, the Fund may be
unable to sell loan participations at a time when it may otherwise be desirable
to do so or may be able to sell them only at a price that is less than their
fair market value.

         Certain of the loan participations acquired by the Fund may involve
revolving credit facilities under which a borrower may from time to time borrow
and repay amounts up to the maximum amount of the facility. In such cases, the
Fund would have an obligation to advance its portion of such additional
borrowings upon the terms specified in the loan participation. To the extent
that the Fund is committed to make additional loans under such a participation,
it will at all times hold and maintain in a segregated account liquid assets in
an amount sufficient to meet such commitments. Certain of the loan
participations acquired by the Fund may also involve loans made in foreign
currencies. The Fund's investment in such participations would involve the risks
of currency fluctuations described below with respect to investments in the
foreign securities.

         Notwithstanding its intention generally not to receive material,
non-public information with respect to its management of investments in floating
rate loans, Schroders may from time to time come into possession of material,
non-public information about the issuers of loans that may be held in the Fund's
portfolio. Possession of such information may in some instances occur despite
Schroders' efforts to avoid such possession, but in other instances Schroders
may choose to receive such information (for example, in connection with
participation in a creditors' committee with respect to a financially distressed
issuer). As, and to the extent, required by applicable law, Schroders' ability
to trade in these loans for the account of the Fund could potentially be limited
by its possession of such information. Such limitations on Schroders' ability to
trade could have an adverse effect on the Fund by, for example, preventing the
Fund from selling a loan that is experiencing a material decline in value. In
some instances, these trading restrictions could continue in effect for a
substantial period of time.

         In some instances, other accounts managed by Schroders may hold other
securities issued by borrowers whose floating rate loans may be held in the
Fund's portfolio. These other securities may include, for example, debt
securities that are subordinate to the floating rate loans held in the Fund's
portfolio, convertible debt or common or preferred equity securities. In certain
circumstances, such as if the credit quality of the issuer deteriorates, the
interests of holders of these other securities may conflict with the interests
of the holders of the issuer's floating rate loans. In such cases, Schroders may
owe conflicting fiduciary duties to the Fund and other client accounts.
Schroders will endeavor to carry out its obligations to all of its clients to
the fullest extent possible, recognizing that in some cases certain clients may
achieve a lower economic return, as a result of these conflicting client
interests, than if Schroders' client accounts collectively held only a single
category of the issuer's securities.

         ZERO-COUPON SECURITIES. Zero-coupon securities in which the Fund may
invest are debt obligations which are generally issued at a discount and payable
in full at maturity, and which do not provide for current payments of interest
prior to maturity. Zero-coupon securities usually trade at a deep discount from
their face or par value and are subject to greater market value fluctuations
from changing interest rates than debt obligations of comparable maturities
which make current distributions of interest. As a result, the net asset value
of shares of the Fund, if it invests in zero-coupon securities, may fluctuate
over a greater range than shares of other funds of the Trust and other mutual
funds investing in securities making current distributions of interest and
having similar maturities. The Fund is required to distribute the income on
zero-coupon securities as the income accrues, even though the Fund is not
receiving the

                                      -23-


income in cash on a current basis. Thus, the Fund may have to sell other
investments, including when it may not be advisable to do so, to make income
distributions.

         Zero-coupon securities may include U.S. Treasury bills issued directly
by the U.S. Treasury or other short-term debt obligations, and longer-term bonds
or notes and their unmatured interest coupons which have been separated by their
holder, typically a custodian bank or investment brokerage firm. A number of
securities firms and banks have stripped the interest coupons from the
underlying principal (the "corpus") of U.S. Treasury securities and resold them
in custodial receipt programs with a number of different names, including
Treasury Income Growth Receipts ("TIGRS") and Certificates of Accrual on
Treasuries ("CATS"). CATS and TIGRS are not considered U.S. government
securities. The underlying U.S. Treasury bonds and notes themselves are held in
book-entry form at the Federal Reserve Bank or, in the case of bearer securities
(i.e., unregistered securities which are owned ostensibly by the bearer or
holder thereof), in trust on behalf of the owners thereof.

         In addition, the U.S. Treasury has facilitated transfers of ownership
of zero-coupon securities by accounting separately for the beneficial ownership
of particular interest coupons and corpus payments on U.S. Treasury securities
through the Federal Reserve book-entry record keeping system. The Federal
Reserve program as established by the U.S. Treasury Department is known as
"STRIPS" or "Separate Trading of Registered Interest and Principal of
Securities." Under the STRIPS program, the Fund will be able to have its
beneficial ownership of U.S. Treasury zero-coupon securities recorded directly
in the book-entry record keeping system in lieu of having to hold certificates
or other evidences of ownership of the underlying U.S. Treasury securities.

         When debt obligations have been stripped of their unmatured interest
coupons by the holder, the stripped coupons are sold separately. The principal
or corpus is sold at a deep discount because the buyer receives only the right
to receive a future fixed payment on the security and does not receive any
rights to periodic cash interest payments. Once stripped or separated, the
corpus and coupons may be sold separately. Typically, the coupons are sold
separately or grouped with other coupons with like maturity dates and sold in
such bundled form. Purchasers of stripped obligations acquire, in effect,
discount obligations that are economically identical to the zero-coupon
securities issued directly by the obligor.

         WHEN-ISSUED SECURITIES. The Fund may from time to time purchase
securities on a "when-issued" basis. Debt securities are often issued on this
basis. The price of such securities, which may be expressed in yield terms, is
fixed at the time a commitment to purchase is made, but delivery and payment for
the when-issued securities take place at a later date. Normally, the settlement
date occurs within one month of the purchase. During the period between purchase
and settlement, no payment is made by the Fund and no interest accrues to the
Fund. To the extent that assets of the Fund are held in cash pending the
settlement of a purchase of securities, the Fund would earn no income. While the
Fund may sell its right to acquire when-issued securities prior to the
settlement date, the Fund intends actually to acquire such securities unless a
sale prior to settlement appears desirable for investment reasons. At the time
the Fund makes the commitment to purchase a security on a when-issued basis, it
will record the transaction and reflect the amount due and the value of the
security in determining the Fund's net asset value. The market value of the
when-issued securities may be more or less than the purchase price payable at
the settlement date. The Fund will establish a segregated account in which it
will maintain cash and U.S. Government securities or other liquid securities at
least equal in value to commitments for when-issued securities. Such segregated
securities either will mature or, if necessary, be sold on or before the
settlement date.

                                      -24-


         LOANS OF FUND PORTFOLIO SECURITIES. The Fund may lend its portfolio
securities in order to earn additional income, provided: (1) the loan is secured
continuously by collateral consisting of U.S. government securities, cash, or
cash equivalents adjusted daily to have a market value at least equal to the
current market value of the securities loaned; (2) the Fund may at any time call
the loan and regain the securities loaned; (3) the Fund will receive any
interest or dividends paid on the loaned securities; and (4) the aggregate
market value of the Fund's portfolio securities loaned will not at any time
exceed one-third of the total assets of the Fund. While the Fund may loan
portfolio securities with an aggregate market value of up to one-third of the
Fund's total assets at any time, entering into securities loans is not a
principal strategy of the Fund and the risks arising from lending portfolio
securities are not principal risks of investing in the Fund. In addition, it is
anticipated that the Fund may share with the borrower some of the income
received on the collateral for the loan or that it will be paid a premium for
the loan. Before the Fund enters into a loan, Schroders will consider all
relevant facts and circumstances, including the creditworthiness of the
borrower. The risks in lending portfolio securities, as with other extensions of
credit, consist of possible delay in recovery of the securities or possible loss
of rights in the collateral should the borrower fail financially. Although
voting rights or rights to consent with respect to the loaned securities pass to
the borrower, the Fund retains the right to call the loans at any time on
reasonable notice, and it will do so in order that the securities may be voted
by the Fund if the holders of such securities are asked to vote upon or consent
to matters materially affecting the investment. The Fund will not lend portfolio
securities to borrowers affiliated with the Fund.

         CERTAIN FIXED INCOME SECURITIES. The Fund may purchase fixed income
securities issued by companies of any market capitalization, including small and
micro cap companies. Such investments may involve greater risk than is usually
associated with larger, more established companies.

         TEMPORARY DEFENSIVE STRATEGIES. As described in the Prospectuses,
Schroders may at times judge that conditions in the securities markets make
pursuing the Fund's basic investment strategies inconsistent with the best
interests of its shareholders and may temporarily use alternate investment
strategies primarily designed to reduce fluctuations in the value of the Fund's
assets. In implementing these "defensive" strategies, the Fund would invest in
investment grade debt securities, cash, or money market instruments to any
extent Schroders considers consistent with such defensive strategies. It is
impossible to predict when, or for how long, the Fund will use these alternate
strategies. One risk of taking such temporary defensive positions is that the
Fund may not achieve its investment objective.


INVESTMENT RESTRICTIONS

         As fundamental investment restrictions, which may only be changed with
approval by the holders of a majority of the outstanding voting securities of
the Fund, the Fund may not:

1. issue any class of securities which is senior to the Fund's shares of
beneficial interest, except to the extent the Fund is permitted to borrow money
or otherwise to the extent consistent with applicable law from time to time.

Note: The Investment Company Act currently prohibits an open-end investment
company from issuing any senior securities, except to the extent it is permitted
to borrow money (see Note following restriction 2, below). A class of securities
may be senior to the Fund's shares of beneficial interest if it provides a
preference upon liquidation, preferential dividends, or similar rights.

                                      -25-


2. borrow money, except to the extent permitted by applicable law from time to
time;

Note: The Investment Company Act currently permits an open-end investment
company to borrow money from a bank so long as the ratio which the value of the
total assets of the investment company (including the amount of any such
borrowing), less the amount of all liabilities and indebtedness (other than such
borrowing) of the investment company, bears to the amount of such borrowing is
at least 300%.

3. act as underwriter of securities of other issuers except to the extent that,
in connection with the disposition of portfolio securities, it may be deemed to
be an underwriter under certain federal securities laws;

4. purchase any security (other than Government securities, as such term is
defined in the 1940 Act) if as a result 25% or more of the Fund's total assets
(taken at current value) would be invested in a single industry;


Note: The Trust does not consider any of the following sovereign governments as
an industry for purposes of this investment restriction: Japan, Australia,
Germany, France, Canada, Italy, the United Kingdom, Sweden, Switzerland, the
Netherlands, Austria, Belgium, Spain, Portugal, Greece, Luxembourg, Finland,
Denmark, and Ireland.


5. make loans, except by purchase of debt obligations or other financial
instruments, by entering into repurchase agreements, or through the lending of
its portfolio securities;

6. purchase or sell commodities or commodity contracts, except that the Fund may
purchase or sell financial futures contracts, options on financial futures
contracts, and futures contracts, forward contracts, and options with respect to
foreign currencies, and may enter into swap transactions or other financial
transactions, and except in connection with otherwise permissible options,
futures, and commodity activities as described elsewhere in the Prospectuses or
this SAI from time to time; and


7. purchase or sell real estate or interests in real estate, including real
estate mortgage loans, although the Fund may purchase and sell securities which
are secured by real estate and securities of companies, including limited
partnership interests, that invest or deal in real estate and it may purchase
interests in real estate investment trusts. (For purposes of this restriction,
investments by the Fund in mortgage-backed securities and other securities
representing interests in mortgage pools shall not constitute the purchase or
sale of real estate or interests in real estate or real estate mortgage loans).



--------------------

         It is contrary to the current policy of the Fund, which policy may be
changed without shareholder approval, to invest more than 15% of its net assets
in securities which are not readily marketable, including securities restricted
as to resale (other than securities restricted as to resale but determined by
the Trustees, or persons designated by the Trustees to make such determinations,
to be readily marketable).

                                      -26-


         As a matter of non-fundamental policy, the Fund may not purchase
securities when outstanding borrowings of money exceed 5% of the Fund's total
assets.


         In addition, the Fund may, as a matter of non-fundamental policy,
engage in short sales of securities as described in this SAI from time to time,
although the Fund does not normally invest substantially in short sales.

         The Fund may, as a non-fundamental policy, pledge up to one-third of
its assets in connection with permissible borrowings by the Fund. In addition,
as a non-fundamental policy, the Fund will not invest in other companies for the
purpose of exercising control of those companies.

         All percentage limitations on investments (except the limitation with
respect to securities that are not readily marketable set forth in the fourth
preceding paragraph) will apply at the time of investment and shall not be
considered violated unless an excess or deficiency occurs or exists immediately
after and as a result of such investment; except that, if the Fund ceases to
maintain the 300% asset coverage ratio described above in the Note following
restriction 2, it will take steps to restore that asset coverage ratio within
three days thereafter (excluding Sundays and holidays) or such longer period as
may be prescribed by applicable regulations.

         Except for the investment restrictions listed above as fundamental or
to the extent designated as such in the Prospectuses, the other investment
policies described in this SAI or in the Prospectuses are not fundamental and
may be changed by approval of the Trustees.

         The 1940 Act provides that a "vote of a majority of the outstanding
voting securities" of the Fund means the affirmative vote of the lesser of (1)
more than 50% of the outstanding shares of the Fund, or (2) 67% or more of the
shares present at a meeting if more than 50% of the outstanding shares are
represented at the meeting in person or by proxy.

DISCLOSURE OF PORTFOLIO HOLDINGS


         Through filings made with the SEC on Form N-CSR and Form N-Q, the Fund
makes its full portfolio holdings publicly available to shareholders on a
quarterly basis. The Fund normally makes such filings on or shortly after the
sixtieth day following the end of a fiscal quarter. The Fund delivers its
complete portfolio schedules for the second and fourth fiscal quarters, required
to be filed on Form N-CSR, to shareholders in the Fund's semi-annual and annual
reports. The Fund does not deliver its complete portfolio schedules for the
first and third fiscal quarters, required to be filed on Form N-Q, to
shareholders, but these schedules are available on the SEC website at
www.sec.gov.



         POLICIES AND PROCEDURES. The Schroder Funds have adopted policies and
procedures with respect to disclosure of the Fund's portfolio holdings. These
procedures apply both to arrangements, expected to be in place over a period of
time, to make available information about the securities in the Fund's portfolio
and with respect to disclosure on a one-time, irregular basis. These procedures
provide that neither Schroders nor SIMNA Ltd., as applicable, nor the Fund
receive any compensation in return for the disclosure of information about the
Fund's portfolio securities or for any ongoing arrangements to make available
information about the Fund's portfolio securities. Portfolio holdings may be
disclosed to certain third parties in advance of quarterly filings by the Fund
with the SEC. In each instance of such advance disclosure, a determination will
have been made by Schroders or SIMNA Ltd., as applicable, that

                                      -27-


such disclosure is supported by a legitimate business purpose of the relevant
Fund and that the recipients, except as described below, are subject to an
independent duty not to disclose (whether contractually or as a matter of law)
or trade on the nonpublic information. The Fund currently discloses nonpublic
portfolio holdings information only to recipients who have agreed in writing
with Schroders, or SIMNA Ltd., as applicable, to keep such information
confidential. In some cases these recipients are subject to a contractual
obligation to keep portfolio holdings information confidential, and in other
cases they are subject to a contractual obligation to keep information disclosed
to them by the Fund confidential. Recipients of nonpublic portfolio holdings
information are also subject to legal requirements prohibiting them from trading
on material nonpublic information. In the future, where Schroders or SIMNA Ltd.,
as applicable, does not believe that the risk of disclosure is material, the
Fund may disclose information to recipients who do not have an independent duty
not to disclose the nonpublic information and are not party to a confidentiality
agreement. Any inappropriate use of such information by the recipient could be
harmful to the Fund and its shareholders. The Fund has no ongoing arrangements
to make available nonpublic portfolio holdings information, except as described
in the procedures below. Nonpublic portfolio holdings information is disclosed
by the Fund's portfolio management team, except in cases where the information
is disclosed by other personnel or agents of the Fund, as described below. The
following list describes the circumstances in which the Fund discloses its
portfolio holdings to select third parties:

         Portfolio Managers. Portfolio managers shall have full daily access to
portfolio holdings for the Funds for which they have direct management
responsibility. Under Schroders' code of ethics, portfolio managers are
prohibited from disclosing nonpublic information to third parties. Portfolio
managers may release and discuss specific portfolio holdings with various
broker-dealers, on an as-needed basis, for purposes of analyzing the impact of
existing and future market changes on the prices, availability or demand, and
liquidity of such securities, as well as for the purpose of assisting portfolio
managers in the trading of such securities.

         Schroders. In its capacity as adviser to the Fund, certain Schroders
personnel and personnel of its affiliates, SIMNA Ltd. and Schroder Investment
Management Limited, that deal directly with the processing, settlement, review,
control, auditing, reporting, or valuation of portfolio trades will have full
daily access to Fund portfolio holdings. Employees of SIMNA Ltd. and Schroder
Investment Management Limited with access to portfolio holdings information are
provided with training on the Trust's policies and procedures regarding
disclosure of portfolio holdings information. Training is provided by the
Schroders compliance department in the applicable jurisdiction, after
consultation with Schroders plc's global compliance department located in
London. The Trust's Chief Compliance Officer reports to the Trustees regarding
compliance by such affiliates.

         External Servicing Agents. Appropriate personnel employed by entities
that assist in the review and/or processing of Fund portfolio transactions,
which include fund accounting agents, pricing services, and the custodian have
daily access to all Fund portfolio holdings. Portfolio holdings information is
provided on an ongoing basis to the Fund's administrator SEI Investments Global
Funds Services ("SEI"). PricewaterhouseCoopers LLP, the Fund's independent
registered public accounting firm, receives portfolio holdings information
yearly in connection with the Fund's audit. Schroders utilizes the services of
Institutional Shareholder Services ("ISS") to assist with proxy voting. ISS
receives full Fund portfolio holdings on a monthly basis for the Fund for which
it provides services.

         Ranking/Rating Agencies. Morningstar, Lipper, Thomson and Bloomberg
receive the Fund's full portfolio holdings no earlier than 60 calendar days
following the end of each calendar quarter.

                                      -28-


         Certain approved recipients of portfolio holdings information are
listed in the policies and procedures with respect to the disclosure of the
Fund's portfolio holdings approved by the Board of Trustees of the Trust. Any
addition to the list of approved recipients of portfolio holdings information
included in such procedures (whether on an ongoing or a one-time basis) requires
approval by the President and Chief Compliance Officer of the Fund based on a
review of: (i) the type of Fund involved; (ii) the purpose for receiving the
holdings information; (iii) the intended use of the information; (iv) the
frequency of the information to be provided; (v) the length of the period, if
any, between the date of the information and the date on which the information
will be disclosed; (vi) the proposed recipient's relationship to the Fund; (vii)
the ability of Schroders to monitor that such information will be used by the
proposed recipient in accordance with the stated purpose for the disclosure;
(viii) whether a confidentiality agreement will be in place with such proposed
recipient; and (ix) whether any potential conflicts exist regarding such
disclosure between the interests of the Fund shareholders, on the one hand, and
those of the Fund's investment adviser, principal underwriter, or any affiliated
person of the Fund.

         In general, the Schroder Funds policies and procedures provide that
disclosure by Schroders of information about the holdings of client accounts
other than the Fund's accounts is governed by the policies relating to
protection of client information pursuant to Regulation S-P. Details about the
holdings of any portfolio other than the Fund, however, may provide holdings
information that is substantially identical to holdings of the Fund that have
not yet been publicly released. To the extent that disclosure of non-Fund
portfolios to persons other than those enumerated in the Schroder Funds policies
and procedures would provide information substantially identical to the Fund's
portfolio, that disclosure is subject to the Schroder Funds policies and
procedures.

         Nothing in the Schroder Funds policies and procedures prohibits any
investment group from providing to a research service provider a coverage list
that identifies securities that the investment group follows for research
purposes provided that: (i) the list of securities does not consist exclusively
of the current portfolio holdings of any Fund; and (ii) no information about
actual holdings by any account is included.

         The Board of Trustees reviews and reapproves the policies and
procedures related to portfolio disclosure, including the list of approved
recipients, as often as deemed appropriate, but not less than annually, and may
make any changes it deems appropriate.

MANAGEMENT OF THE TRUST

The Trustees of the Trust are responsible for the general oversight of the
Trust's business. Subject to such policies as the Trustees may determine,
Schroders furnishes a continuing investment program for the Fund and makes
investment decisions on their behalf, except that SIMNA Ltd., an affiliate of
Schroders, serves as sub-adviser responsible for portfolio management and the
Fund. Subject to the control of the Trustees, Schroders also manages the Fund's
other affairs and business.

The names, addresses and ages of the Trustees and executive officers of the
Trust, together with information as to their principal business occupations
during the past five years, are set forth in the following tables. Unless
otherwise indicated, each Trustee and executive officer shall hold the indicated
positions until his or her resignation or removal.

                                      -29-


                             DISINTERESTED TRUSTEES

The following table sets forth certain information concerning Trustees who are
not "interested persons" (as defined in the Investment Company Act) of the Trust
(each, a "Disinterested Trustee").





---------------------------- ------------ -------------- ------------------- ------------------ -----------------------
                                                                                 NUMBER OF
                                             TERM OF         PRINCIPAL         PORTFOLIOS IN
                             POSITION(S)   OFFICE AND      OCCUPATION(S)       FUND COMPLEX       OTHER DIRECTORSHIPS
 NAME, AGE AND ADDRESS OF     HELD WITH     LENGTH OF      DURING PAST 5        OVERSEEN BY       OUTSIDE OF SCHRODERS
   DISINTERESTED TRUSTEE        TRUST      TIME SERVED         YEARS              TRUSTEE              FUND COMPLEX
---------------------------- ------------ -------------- ------------------- ------------------ -----------------------

David N. Dinkins, 79         Trustee      Indefinite     Trustee of the               9         None
875 Third Avenue, 22nd Fl.                Since 1994     Trust and
New York, NY 10022                                       Schroder Capital
                                                         Funds (Delaware);
                                                         Professor,
                                                         Columbia School
                                                         of International
                                                         and Public
                                                         Affairs.
---------------------------- ------------ -------------- ------------------- ------------------ -----------------------
Peter E. Guernsey, 85        Trustee      Indefinite     Trustee of the               9         None
875 Third Avenue, 22nd Fl.                Since 1997     Trust and
New York, NY 10022                                       Schroder Capital
                                                         Funds (Delaware).
                                                         Retired.
                                                         Formerly, Senior
                                                         Vice President,
                                                         Marsh & McLennan,
                                                         Inc. (insurance
                                                         services).
---------------------------- ------------ -------------- ------------------- ------------------ -----------------------
John I. Howell, 89           Trustee      Indefinite     Trustee and Lead            10         American Life
875 Third Avenue, 22nd Fl.                Since 1996     Disinterested                          Assurance Co. of New
New York, NY 10022                                       Trustee of the                         York; United States
                                                         Trust, Schroder                        Life Insurance Co. of
                                                         Capital Funds                          the City of New York;
                                                         (Delaware) and                         First SunAmerica Life
                                                         Schroder Global                        Insurance Co.
                                                         Series Trust;
                                                         Private
                                                         Consultant,
                                                         Indian Rock
                                                         Corporation
                                                         (individual
                                                         accounting).
---------------------------- ------------ -------------- ------------------- ------------------ -----------------------


                                      -30-





---------------------------- ------------ -------------- ------------------- ------------------ -----------------------
                                                                                 NUMBER OF
                                             TERM OF          PRINCIPAL        PORTFOLIOS IN
                             POSITION(S)   OFFICE AND       OCCUPATION(S)      FUND COMPLEX       OTHER DIRECTORSHIPS
 NAME, AGE AND ADDRESS OF     HELD WITH     LENGTH OF       DURING PAST 5       OVERSEEN BY       OUTSIDE OF SCHRODERS
   DISINTERESTED TRUSTEE        TRUST      TIME SERVED          YEARS             TRUSTEE             FUND COMPLEX
 ---------------------------- ------------ -------------- ------------------- ------------------ -----------------------

Peter S. Knight, 55          Trustee      Indefinite     Trustee of the              10         Medicis; PAR
875 Third Avenue, 22nd Fl.                Since 1997     Trust, Schroder                        Pharmaceuticals; and
New York, NY 10022                                       Capital Funds                          Entremed
                                                         (Delaware) and
                                                         Schroder Global
                                                         Series Trust;
                                                         Director, Schroder
                                                         Japanese Long/Short
                                                         Fund; Director,
                                                         Schroder Credit
                                                         Renaissance Fund,
                                                         LP; Director,
                                                         Schroder Alternative
                                                         Strategies Fund;
                                                         President,
                                                         Generation
                                                         Investment
                                                         Management U.S.
                                                         Formerly, Managing
                                                         Director, MetWest
                                                         Financial (financial
                                                         services);
                                                         President, Sage
                                                         Venture Partners
                                                         (investing); and
                                                         Partner, Wunder,
                                                         Knight, Forcsey &
                                                         DeVierno (law firm).
---------------------------- ------------ -------------- ------------------- ------------------ -----------------------
William L. Means, 70         Trustee      Indefinite     Trustee of the               9         None
875 Third Avenue, 22nd Fl.                Since 1997     Trust and
New York, NY 10022                                       Schroder Capital
                                                         Funds (Delaware).
                                                         Retired.
---------------------------- ------------ -------------- ------------------- ------------------ -----------------------
Clarence F. Michalis, 84     Trustee      Indefinite     Trustee of the              10         None
875 Third Avenue, 22nd Fl.                Since 1997     Trust, Schroder
New York, NY 10022                                       Capital Funds
                                                         (Delaware) and
                                                         Schroder Global
                                                         Series Trust.
                                                         Retired. Formerly,
                                                         Chairman of the
                                                         Board of Directors,
                                                         Josiah Macy, Jr.,
                                                         Foundation.
---------------------------- ------------ -------------- ------------------- ------------------ -----------------------
Hermann C. Schwab, 86        Trustee      Indefinite     Trustee of the               9         None
875 Third Avenue, 22nd Fl.                Since 1997     Trust and
New York, NY 10022                                       Schroder Capital
                                                         Funds (Delaware).
                                                         Retired.
---------------------------- ------------ -------------- ------------------- ------------------ -----------------------
James D. Vaughn, 61          Trustee      Indefinite     Trustee and                 10         AMG National Trust
875 Third Avenue, 22nd Fl.                Since 2003     Chairman of the                        Bank
New York, New York 10022                                 Audit Committee
                                                         of the Trust,
                                                         Schroder Capital
                                                         Funds (Delaware)
                                                         and Schroder
                                                         Global Series
                                                         Trust. Retired.
                                                         Formerly,
                                                         Managing Partner,
                                                         Deloitte & Touche
                                                         USA, LLP-Denver.
---------------------------- ------------ -------------- ------------------- ------------------ -----------------------


                                    -31-


                              INTERESTED TRUSTEE

The following table sets forth certain information concerning a Trustee who
is an "interested person" (as defined in the Investment Company Act) of the
Trust (an "Interested Trustee").



--------------------------- ------------- ------------- -------------------- ------------------ -----------------------
                                                                                 NUMBER OF
                                            TERM OF                            PORTFOLIOS IN
                            POSITION(S)    OFFICE AND        PRINCIPAL         FUND COMPLEX      OTHER DIRECTORSHIPS
 NAME, AGE AND ADDRESS OF    HELD WITH     LENGTH OF       OCCUPATION(S)        OVERSEEN BY      OUTSIDE OF SCHRODERS
    INTERESTED TRUSTEE         TRUST      TIME SERVED   DURING PAST 5 YEARS       TRUSTEE            FUND COMPLEX
--------------------------- ------------- ------------- -------------------- ------------------ -----------------------

Peter L. Clark, 42*          Trustee      Indefinite     Trustee and                  9         None
875 Third Avenue, 22nd Fl.   and          Since 2003     Chairman of the
New York, NY 10022           Chairman                    Trust and
                                                         Schroder Capital Funds
                                                         (Delaware); Chief
                                                         Executive Officer,
                                                         Schroders. Formerly,
                                                         Managing Director and
                                                         Head of Emerging
                                                         Markets, JP Morgan/JP
                                                         Morgan Investment
                                                         Management; Vice
                                                         President and Head of
                                                         Proprietary Trading, JP
                                                         Morgan.
---------------------------- ------------ -------------- ------------------- ------------------ -----------------------



* Mr. Clark is an Interested Trustee due to his status as an officer and
employee of Schroder Investment Management North America Inc. and its
affiliates.

                                   OFFICERS

The following table sets forth certain information concerning the Trust's
officers. The officers of the Trust are employees of organizations that provide
services to the Fund.




---------------------------- ----------------------- ----------------------------- ------------------------------------
   NAME, AGE AND ADDRESS     POSITION(S) HELD WITH          TERM OF OFFICE               PRINCIPAL OCCUPATION(S)
        OF OFFICER                   TRUST            AND LENGTH OF TIME SERVED            DURING PAST 5 YEARS
---------------------------- ----------------------- ----------------------------- ------------------------------------

Peter L. Clark, 42           Trustee and Chairman    Indefinite                    Trustee and Chairman of the Trust
875 Third Avenue, 22nd Fl.                           Since 2003                    and Schroder Capital Funds
New York, NY 10022                                                                 (Delaware); Director and Chief
                                                                                   Executive Officer, Schroders.
                                                                                   Formerly, Managing Director and
                                                                                   Head of Emerging Markets, JP
                                                                                   Morgan/JP Morgan Investment
                                                                                   Management; Vice President and
                                                                                   Head of Proprietary Trading, JP
                                                                                   Morgan.
---------------------------- ----------------------- ----------------------------- ------------------------------------

Mark A. Hemenetz, 50         President and           Indefinite                    Chief Operating Officer, Director
875 Third Avenue, 22nd Fl.   Principal Executive     Since May 2004                and Executive Vice President,
New York, NY 10022           Officer                                               Schroders; Chairman and Director,
                                                                                   Schroder Fund Advisors Inc.;
                                                                                   President and Principal Executive
                                                                                   Officer, the Trust, Schroder
                                                                                   Capital Funds (Delaware) and
                                                                                   Schroder Global Series Trust.
                                                                                   Formerly, Executive Vice President
                                                                                   and Director of Investment
                                                                                   Management, Bank of New York.
---------------------------- ----------------------- ----------------------------- ------------------------------------

Alan M. Mandel, 48           Treasurer and Chief     Indefinite                    First Vice President, Schroders;
875 Third Avenue, 22nd Fl.   Financial Officer       Since May 2003                Chief Operating Officer, Treasurer
New York, NY 10022                                                                 and Director, Schroder Fund
                                                                                   Advisors Inc.; Treasurer and Chief
                                                                                   Financial Officer, the Trust,
                                                                                   Schroder Global Series Trust and
                                                                                   Schroder Capital Funds (Delaware).

---------------------------- ----------------------- ----------------------------- ------------------------------------



                                    -32-





---------------------------- ----------------------- ----------------------------- ------------------------------------
   NAME, AGE AND ADDRESS     POSITION(S) HELD WITH          TERM OF OFFICE               PRINCIPAL OCCUPATION(S)
        OF OFFICER                   TRUST            AND LENGTH OF TIME SERVED            DURING PAST 5 YEARS
---------------------------- ----------------------- ----------------------------- ------------------------------------

Carin F. Muhlbaum, 44        Vice President and      Indefinite                    Senior Vice President, General
875 Third Avenue, 22nd Fl.   Clerk                   Vice President since 1998;    Counsel, and Chief Administrative
New York, NY 10022                                   Clerk since 2001              Officer, Schroders; Director,
                                                                                   Senior Vice President, Secretary
                                                                                   and General Counsel, Schroder Fund
                                                                                   Advisors Inc.; Vice President and
                                                                                   Secretary/Clerk, the Trust,
                                                                                   Schroder Global Series Trust and
                                                                                   Schroder Capital Funds (Delaware).
---------------------------- ----------------------- ----------------------------- ------------------------------------

Stephen M. DeTore, 54        Chief Compliance        Indefinite                    Senior Vice President, Director
875 Third Avenue, 22nd Fl.   Officer                 Since 2005                    and Chief Compliance Officer,
New York, NY 10022                                                                 Schroders; Senior Vice President
                                                                                   and Director, Schroder Fund
                                                                                   Advisors Inc.; Chief Compliance
                                                                                   Officer, the Trust, Schroder
                                                                                   Capital Funds (Delaware) and
                                                                                   Schroder Global Series Trust.
                                                                                   Formerly, Deputy General Counsel,
                                                                                   Gabelli Asset Management Inc.;
                                                                                   Associate General Counsel, Gabelli
                                                                                   Asset Management, Inc.; Assistant
                                                                                   Director, Office of Examination
                                                                                   Support, U.S. Securities and
                                                                                   Exchange Commission.
---------------------------- ----------------------- ----------------------------- ------------------------------------

Angel Lanier, 43             Assistant Secretary     Indefinite                    Assistant Vice President,
875 Third Avenue, 22nd Fl.                           Since 2005                    Schroders; Assistant Vice
New York, NY 10022                                                                 President, Schroder Fund Advisors
                                                                                   Inc.; Assistant Secretary of the
                                                                                   Trust, Schroder Capital Funds
                                                                                   (Delaware) and Schroder Global
                                                                                   Series Trust. Formerly, Associate,
                                                                                   Schroders.
---------------------------- ----------------------- ----------------------------- ------------------------------------




                             CERTAIN AFFILIATIONS

The following table lists the positions held by the Trust's officers and any
Interested Trustees with affiliated persons or principal underwriters of the
Trust:




------------------------------------------------------- -----------------------------------------------------
                                                                        POSITIONS HELD WITH
                                                                       AFFILIATED PERSONS OR
                                                                       PRINCIPAL UNDERWRITERS
                         NAME                                               OF THE TRUST
------------------------------------------------------- -----------------------------------------------------

Peter L. Clark                                          Trustee and Chairman of the Trust and Schroder Capital
                                                        Funds (Delaware); Director and Chief Executive
                                                        Officer, Schroders. Formerly, Managing Director and
                                                        Head of Emerging Markets, JP Morgan/JP Morgan
                                                        Investment Management; Vice President and Head of
                                                        Proprietary Trading, JP Morgan.
------------------------------------------------------- -----------------------------------------------------
Mark A. Hemenetz                                        President of the Trust; President of Schroder Capital
                                                        Funds (Delaware) and Schroder Global Series Trust;
                                                        Chief Operating Officer, Director and Executive Vice
                                                        President, Schroders; Chairman and Director, Schroder
                                                        Fund Advisors Inc.
------------------------------------------------------- -----------------------------------------------------
Alan M. Mandel                                          First Vice President, Schroders; Chief Operating
                                                        Officer, Treasurer and Director, Schroder Fund
                                                        Advisors Inc.; Treasurer and Chief Financial Officer,
                                                        the Trust, Schroder Global Series Trust, Schroder
                                                        Capital Funds (Delaware).
------------------------------------------------------- -----------------------------------------------------
Carin F. Muhlbaum                                       Senior Vice President, General Counsel, and Chief
                                                        Administrative Officer, Schroders; Director, Senior
                                                        Vice President, Secretary and General Counsel,
                                                        Schroder Fund Advisors Inc.; Vice President and
                                                        Secretary/Clerk, the Trust, Schroder Global Series
                                                        Trust, and Schroder Capital Funds (Delaware).
------------------------------------------------------- -----------------------------------------------------



                                                     -33-




------------------------------------------------------- -----------------------------------------------------
                                                                        POSITIONS HELD WITH
                                                                       AFFILIATED PERSONS OR
                                                                       PRINCIPAL UNDERWRITERS
                         NAME                                               OF THE TRUST
------------------------------------------------------- -----------------------------------------------------

Stephen M. DeTore                                       Senior Vice President, Director and Chief Compliance
                                                        Officer, Schroders; Senior Vice President and
                                                        Director, Schroder Fund Advisors Inc.; Chief
                                                        Compliance Officer, the Trust, Schroder Global Series
                                                        Trust, and Schroder Capital Funds (Delaware).
------------------------------------------------------- -----------------------------------------------------
Angel Lanier                                            Assistant Vice President, Schroders; Assistant Vice
                                                        President, Schroder Fund Advisors Inc.; Assistant
                                                        Secretary, the Trust, Schroder Global Series Trust,
                                                        and Schroder Capital Funds (Delaware).
------------------------------------------------------- -----------------------------------------------------



                       COMMITTEES OF THE BOARD OF TRUSTEES

Audit Committee. The Board of Trustees has an Audit Committee composed of all of
the Disinterested Trustees (Messrs. Dinkins, Guernsey, Howell, Knight, Means,
Michalis, Schwab and Vaughn). The Audit Committee provides oversight with
respect to the internal and external accounting and auditing procedures of the
Fund and, among other things, considers the selection of independent public
accountants for the Fund and the scope of the audit, approves all audit and
permitted non-audit services proposed to be performed by those accountants on
behalf of the Fund, and considers other services provided by those accountants
to the Fund and Schroders and their affiliates and the possible effect of those
services on the independence of those accountants. The Audit Committee met four
times during the fiscal year ended October 31, 2005.

Nominating Committee. All of the Disinterested Trustees (Messrs. Dinkins,
Guernsey, Howell, Knight, Means, Michalis, Schwab and Vaughn) serve as a
Nominating Committee of the Board responsible for reviewing and recommending
qualified candidates to the Board in the event that a position is vacated or
created. The Nominating Committee will consider nominees recommended by
shareholders if the Committee is considering other nominees at the time of the
nomination and the nominee meets the Committee's criteria. Nominee
recommendations may be submitted to the Clerk of the Trust at the Trust's
principal business address. The Nominating Committee did not meet during the
fiscal year ended October 31, 2005.

                                      -34-


                              SECURITIES OWNERSHIP

For each Trustee, the following table discloses the dollar range of equity
securities beneficially owned by the Trustee, on an aggregate basis, in any
registered investment companies overseen by the Trustee within the Schroder
family of investment companies, as of December 31, 2005.



------------------------------- ------------------------------ ------------------------------ --------------------------
                                                                                                   AGGREGATE DOLLAR
                                                                                                   RANGE OF EQUITY
                                                                                                  SECURITIES IN ALL
                                                                                                REGISTERED INVESTMENT
                                                                   DOLLAR RANGE OF EQUITY       COMPANIES OVERSEEN BY
                                                                     SECURITIES IN THE          TRUSTEE IN FAMILY OF
        NAME OF TRUSTEE                      FUND                           FUND                 INVESTMENT COMPANIES*
------------------------------- ------------------------------ ------------------------------ --------------------------

                                                               Ranges:                        Ranges:
                                                               -------                        -------
                                                                     None                           None
                                                                     $1-$10,000                     $1-$10,000
                                                                     $10,001-$50,000                $10,001-$50,000
                                                                     $50,001-$100,000               $50,001-$100,000
                                                                     Over $100,000                  Over $100,000
------------------------------- ------------------------------ ------------------------------ --------------------------
DDISINTERESTED TRUSTEES
------------------------------- ------------------------------ ------------------------------ --------------------------
DAVID N. DINKINS                                                                              $10,001-$50,000
------------------------------- ------------------------------ ------------------------------ --------------------------
                                STRATEGIC BOND FUND            None
------------------------------- ------------------------------ ------------------------------ --------------------------
PETER E. GUERNSEY                                                                             None
------------------------------- ------------------------------ ------------------------------ --------------------------
                                STRATEGIC BOND FUND            None
------------------------------- ------------------------------ ------------------------------ --------------------------
JOHN I. HOWELL                                                                                $10,001-$50,000
------------------------------- ------------------------------ ------------------------------ --------------------------
                                STRATEGIC BOND FUND            None
------------------------------- ------------------------------ ------------------------------ --------------------------
PETER S. KNIGHT                                                                               None
------------------------------- ------------------------------ ------------------------------ --------------------------
                                STRATEGIC BOND FUND            None
------------------------------- ------------------------------ ------------------------------ --------------------------
WILLIAM L. MEANS                                                                              $1-10,000
------------------------------- ------------------------------ ------------------------------ --------------------------
                                STRATEGIC BOND FUND            None
------------------------------- ------------------------------ ------------------------------ --------------------------
CLARENCE F. MICHALIS                                                                          Over $100,000
------------------------------- ------------------------------ ------------------------------ --------------------------
                                STRATEGIC BOND FUND            None
------------------------------- ------------------------------ ------------------------------ --------------------------
HERMANN C. SCHWAB                                                                             None
------------------------------- ------------------------------ ------------------------------ --------------------------
                                STRATEGIC BOND FUND            None
------------------------------- ------------------------------ ------------------------------ --------------------------
JAMES D. VAUGHN                                                                               Over $100,000
------------------------------- ------------------------------ ------------------------------ --------------------------
                                STRATEGIC BOND FUND            None
------------------------------- ------------------------------ ------------------------------ --------------------------
INTERESTED TRUSTEES
------------------------------- ------------------------------ ------------------------------ --------------------------
PETER L. CLARK                                                                                $10,001-$50,000
------------------------------- ------------------------------ ------------------------------ --------------------------
                                STRATEGIC BOND FUND            None
------------------------------- ------------------------------ ------------------------------ --------------------------


*For these purposes, the Trust, Schroder Capital Funds (Delaware), and Schroder
Global Series Trust are considered part of the same "Family of Investment
Companies."

For Disinterested Trustees and their immediate family members, the following
table provides information regarding each class of securities owned beneficially
in an investment adviser or principal underwriter of the Trust, or a person
(other than a registered investment company) directly or indirectly controlling,

                                      -35-


controlled by, or under common control with an investment adviser or principal
underwriter of the Trust, as of December 31, 2005:



---------------------- ------------------- ----------------- --------------- -------------- ----------------
                       NAME OF OWNERS
                       AND RELATIONSHIPS                     TITLE OF        VALUE OF       PERCENT OF
   NAME OF TRUSTEE     TO TRUSTEE          COMPANY           CLASS           SECURITIES     CLASS
---------------------- ------------------- ----------------- --------------- -------------- ----------------

David N. Dinkins       N/A                 N/A               N/A             N/A            N/A
---------------------- ------------------- ----------------- --------------- -------------- ----------------
Peter E. Guernsey      N/A                 N/A               N/A             N/A            N/A
---------------------- ------------------- ----------------- --------------- -------------- ----------------
John I. Howell         N/A                 N/A               N/A             N/A            N/A
---------------------- ------------------- ----------------- --------------- -------------- ----------------
Peter S. Knight        N/A                 N/A               N/A             N/A            N/A
---------------------- ------------------- ----------------- --------------- -------------- ----------------
William L. Means       N/A                 N/A               N/A             N/A            N/A
---------------------- ------------------- ----------------- --------------- -------------- ----------------
Clarence F. Michalis   N/A                 N/A               N/A             N/A            N/A
---------------------- ------------------- ----------------- --------------- -------------- ----------------
Hermann C. Schwab      N/A                 N/A               N/A             N/A            N/A
---------------------- ------------------- ----------------- --------------- -------------- ----------------
James D. Vaughn        N/A                 N/A               N/A             N/A            N/A
---------------------- ------------------- ----------------- --------------- -------------- ----------------


                             TRUSTEES' COMPENSATION

Trustees who are not employees of Schroders or its affiliates receive an annual
retainer of $11,000 for their services as Trustees of all open-end investment
companies distributed by Schroder Fund Advisors Inc., and $1,250 per meeting
attended in person or $500 per meeting attended by telephone. Members of an
Audit Committee for one or more of such investment companies receive an
additional $1,000 per year. Payment of the annual retainer is allocated among
such investment companies based on their relative net assets. Payments of
meeting fees are allocated only among those investment companies to which the
meeting relates.

The following table sets forth approximate information regarding compensation
received by Trustees from the "Fund Complex" for the fiscal year ended October
31, 2005. (Interested Trustees who are employees of Schroders or its affiliates
and officers of the Trust receive no compensation from the Trust and are
compensated in their capacities as employees of Schroders and its affiliates).

---------------------- ---------------------- ----------------------------------
                            AGGREGATE           TOTAL COMPENSATION FROM TRUST
                          COMPENSATION             AND FUND COMPLEX PAID TO
   NAME OF TRUSTEE         FROM TRUST                     TRUSTEES*
---------------------- ---------------------- ----------------------------------
David N. Dinkins       $12,615                $20,080
---------------------- ---------------------- ----------------------------------
Peter E. Guernsey      $12,615                $20,080
---------------------- ---------------------- ----------------------------------
John I. Howell         $5,091                 $20,080
---------------------- ---------------------- ----------------------------------
Peter S. Knight        $4,591                 $17,750
---------------------- ---------------------- ----------------------------------
William L. Means       $12,565                $20,000
---------------------- ---------------------- ----------------------------------
Clarence F. Michalis   $5,091                 $20,080
---------------------- ---------------------- ----------------------------------
Hermann C. Schwab      $12,615                $20,080
---------------------- ---------------------- ----------------------------------
James D. Vaughn        $5,040                 $20,000
---------------------- ---------------------- ----------------------------------

                                      -36-


* The Total Compensation shown in this column for each Trustee includes
compensation for services as a Trustee of the Trust, Schroder Capital Funds
(Delaware) and Schroder Global Series Trust. The Trust, Schroder Capital Funds
(Delaware) and Schroder Global Series Trust are considered part of the same
"Fund Complex" for these purposes.

The Trust's Declaration of Trust provides that the Trust will indemnify its
Trustees and officers against liabilities and expenses incurred in connection
with litigation in which they may be involved because of their offices with the
Trust, except if it is determined in the manner specified in the Declaration of
Trust that they have not acted in good faith in the reasonable belief that their
actions were in the best interests of the Trust or that such indemnification
would relieve any officer or Trustee of any liability to the Trust or its
shareholders by reason of willful misfeasance, bad faith, gross negligence, or
reckless disregard of his or her duties. The Trust by-laws provide that the
conduct of a Trustee shall be evaluated solely by reference to a hypothetical
reasonable person, without regard to any special expertise, knowledge, or other
qualifications of the Trustee, or any determination that the Trustee is an
"audit committee financial expert." The Trust bylaws provide that the Trust will
indemnify its Trustees against liabilities and expenses incurred in connection
with litigation or formal or informal investigations in which they may become
involved because of their service as Trustees, except to the extent prohibited
by the Declaration of Trust. The Trust, at its expense, provides liability
insurance for the benefit of its Trustees and officers.


SCHRODERS AND ITS AFFILIATES


         Schroders serves as the investment adviser for the Fund. Schroders is a
wholly owned subsidiary of Schroder U.S. Holdings Inc., which currently engages
through its subsidiary firms in the asset management business. Affiliates of
Schroder U.S. Holdings Inc. (or their predecessors) have been investment
managers since 1927. Schroder U.S. Holdings Inc. is a wholly owned subsidiary of
Schroder International Holdings, which is a wholly owned subsidiary of Schroders
plc, a publicly owned holding company organized under the laws of England.
Schroders plc and its affiliates currently engage in the asset management
business, and as of March 31, 2006, had under management assets of approximately
$223.2 billion. Schroders' address is 875 Third Avenue, 22nd Floor, New York,
New York 10022.


         SIMNA Ltd., an affiliate of Schroders, has served as sub-adviser to the
Fund since its inception.

         Schroder Fund Advisors Inc., the Trust's principal underwriter, is a
wholly owned subsidiary of Schroder Investment Management North America Inc.

PORTFOLIO MANAGERS

         The portfolio managers primarily responsible for making investment
decisions for the Fund are Robert Michele and Louise Davies.


         Other Accounts Managed. The following tables show information regarding
other accounts managed by the portfolio managers of the Fund, as of January 31,
2006 [TO BE COMPLETED BY AMENDMENT]:


                                      -37-





------------------------- ---------------------- ----------------------- ---------------------- ----------------------
                                                                                                  TOTAL ASSETS IN
                                                                        NUMBER OF ACCOUNTS         ACCOUNTS WHERE
                                                                         WHERE ADVISORY FEE        ADVISORY FEE IS
                           NUMBER OF                TOTAL ASSETS IN      IS BASED ON ACCOUNT      BASED ON ACCOUNT
                           ACCOUNTS                    ACCOUNTS             PERFORMANCE              PERFORMANCE
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
ROBERT MICHELE
------------------------- ---------------------- ----------------------- ---------------------- ----------------------

Registered Investment
Companies
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Other Pooled Investment
Vehicles
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Other Accounts
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
LOUISE DAVIES
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Registered Investment
Companies
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Other Pooled Investment
Vehicles
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Other Accounts
------------------------- ---------------------- ----------------------- ---------------------- ----------------------



         Material Conflicts of Interest. Whenever a portfolio manager of the
Fund manages other accounts, potential conflicts of interest exist, including
potential conflicts between the investment strategy of the Fund and the
investment strategy of the other accounts. For example, in certain instances, a
portfolio manager may take conflicting positions in a particular security for
different accounts, by selling a security for one account and continuing to hold
it for another account. In addition, the fact that other accounts require the
portfolio manager to devote less than all of his or her time to the Fund may be
seen itself to constitute a conflict with the interest of the Fund.

         Each portfolio manager may also execute transactions for another fund
or account at the direction of such fund or account that may adversely impact
the value of securities held by the Fund. Securities selected for funds or
accounts other than the Fund may outperform the securities selected for the
Fund. Finally, if the portfolio manager identifies a limited investment
opportunity that may be suitable for more than one fund or other account, the
Fund may not be able to take full advantage of that opportunity due to an
allocation of that opportunity across all eligible funds and accounts.
Schroders' policies, however, require that portfolio managers allocate
investment opportunities among accounts managed by them in an equitable manner
over time. Orders are normally allocated on a pro rata basis, except that in
certain circumstances, such as the small size of an issue, orders will be
allocated among clients in a manner believed by Schroders to be fair and
equitable over time. See "Brokerage Allocation and Other Practices" for more
information about this process.

         The structure of a portfolio manager's compensation may give rise to
potential conflicts of interest. A portfolio manager's base pay tends to
increase with additional and more complex responsibilities that include
increased assets under management, which indirectly links compensation to sales.
Also, potential conflicts of interest may arise since the structure of
Schroders' compensation may vary from account to account.

         Schroders has adopted certain compliance procedures that are designed
to address these, and other, types of conflicts. However, there is no guarantee
that such procedures will detect each and every situation where a conflict
arises.


         Compensation. Schroders' methodology for measuring and rewarding the
contribution made by portfolio managers combines quantitative measures with
qualitative measures. The Fund's portfolio managers are compensated for their
services to the Fund and to other accounts they manage in a




                                      -38-



combination of base salary and annual discretionary bonus, as well as the
standard retirement, health and welfare benefits available to all Schroders
employees. Base salary of Schroders employees is determined by reference to the
level of responsibility inherent in the role and the experience of the
incumbent, is benchmarked annually against market data to ensure competitive
salaries, and is paid in cash. The portfolio managers' base salary is fixed and
is subject to an annual review and will increase if market movements make this
necessary or if there has been an increase in responsibilities.


         Each portfolio manager's bonus is based in part on performance.
Discretionary bonuses for portfolio managers are determined by a number of
factors. At a macro level the total amount available to spend is a function of
the compensation to revenue ratio achieved by Schroders globally. Schroders then
assesses the performance of the division and of a management team to determine
the share of the aggregate bonus pool that is spent in each area. This focus on
"team" maintains consistency and minimizes internal competition that may be
detrimental to the interests of Schroders' clients. For each team, Schroders
assesses the performance of their funds relative to competitors and to the
relevant benchmarks over one and three year periods, the level of funds under
management and the level of performance fees generated. For the purpose of
determining Robert Michele and Louise Davies' bonuses, the relevant benchmark
for performance comparison is a blend of fixed income benchmarks. Performance is
evaluated for each quarter, year and since inception of the Fund. The portfolio
managers' compensation for other accounts they manage is not based upon account
performance.

         Schroders also reviews "softer" factors such as leadership, innovation,
contribution to other parts of the business an adherence to corporate values of
excellence, integrity, teamwork, passion and innovation. An employee's bonus is
paid in a combination of cash and Schroders plc stock, as determined by
Schroders. This stock vests over a period of three years and ensures that the
interests of the employee are aligned with those of shareholders of Schroders.


         Ownership of Securities. As of the date hereof, none of the portfolio
managers beneficially owned any shares of the Fund.



PERFORMANCE INFORMATION OF CERTAIN OTHER ACCOUNTS MANAGED BY SCHRODERS

         The following table sets forth historical performance information for
the institutional investment accounts managed by Schroders that have investment
objectives, policies, strategies, and investment restrictions that are
substantially similar to those of the Fund (the "Schroder Composite"). The
Schroder Composite includes a pooled investment vehicle managed by Schroders
that is not registered under the Investment Company Act and is offered
principally outside the United States ("unregistered fund").


         The composite data is provided to illustrate the past performance of
Schroders in managing substantially similar accounts as measured against a
specified market index. The information shown below does not represent the
Fund's performance, and should not be considered a prediction of the future
performance of the Fund. The Fund is recently organized and does not yet have
historical investment performance information. THE PERFORMANCE INFORMATION SHOWN
FOR THE SCHRODER COMPOSITE IS FOR A SHORT PERIOD OF TIME AND SHOULD NOT BE
VIEWED AS INDICATIVE OF LONG-TERM PERFORMANCE OF SCHRODERS WITH RESPECT TO THE
INCLUDED ACCOUNTS.


                                      -39-




         The Schroders Composite performance data shown below was calculated in
accordance with recommended standards of the CFA Institute(1), retroactively
applied to all time periods. The Schroder Composite includes all actual,
fee-paying, discretionary, private accounts, including unregistered funds,
managed by Schroders that have investment objectives, policies, strategies, and
risks substantially similar to those of the Fund and that have a minimum account
size of $2 million (accounts with assets of below $2 million are managed
following a strategy Schroders considers to be substantially different from the
Fund due to their small size).

         The Schroder Composite assumes the reinvestment of all earnings. No
leverage has been used in the accounts included in the Schroder Composite.

         A complete list and description of Schroders' composites and
presentations are available upon request by contacting (800) 464-3108, or
writing Schroders, at 875 Third Avenue, 22nd Floor, New York, New York 10022.

         Securities transactions are accounted for on the trade date and accrual
accounting is utilized. Cash and equivalents are included in performance
returns. The monthly returns of the Schroder Composite combine the individual
accounts' returns by asset-weighing each individual account's asset value as of
the beginning of the month. Quarterly returns are calculated by geometrically
linking the monthly returns. Investors should be aware that the SEC uses a
methodology different from that used below to calculate performance which, as
with the use of any methodology different from that below, could result in
different performance results.

         All returns presented were calculated on a total return basis and
include all dividends and interest, accrued income, and realized and unrealized
gains and losses. The results presented below have been calculated without
deduction of investment advisory fees or other expenses of the accounts in the
Schroder Composite. Rather, the performance of such accounts has been restated
to deduct (1) in one column, the highest advisory fees of any account in the
Schroder Composite; and (2) in separate columns, the Net Expenses of the Fund
shown in the Prospectuses (1.15% per annum for Investor Shares of the Fund;
1.40% per annum for Advisor Shares of the Fund) to all periods.

         The unregistered fund is not subject to the diversification
requirements, specific tax restrictions, and investment limitations imposed on
the Fund by the Investment Company Act or Subchapter M of the Internal Revenue
Code. As a result, the investment portfolio of the Fund, if they had been in
operation during the periods shown, would likely have differed to some extent
from those of the unregistered fund.

         The results presented below may not necessarily equate with the return
experienced by any particular investor as a result of the timing of investments
and redemptions. In addition, the effect of taxes on any investor will depend on
such person's tax status, and the results have not been reduced to reflect any
income tax which may have been payable.

------------------
(1) CFA Institute (formerly the Association for Investment Management and
Research (AIMR)) is a non-profit membership and education organization with more
than 60,000 members worldwide that, among other things, has formulated a set of
performance presentation standards for investment advisers. These performance
presentation standards are intended to (i) promote full and fair presentations
by investment advisers of their performance results, and (ii) ensure uniformity
in reporting so that performance results of investment advisers are directly
comparable.

                                      -40-


SCHRODER STRATEGIC BOND FUND - PRIOR PERFORMANCE OF SIMILAR ACCOUNTS

         The table below shows the average annual total returns for the Schroder
Composite (in one column, restated to reflect reduction of the highest advisory
fee paid by any account in this Schroder Composite; in another, restated to
reflect deduction of Net Expenses for Investor Shares of the Fund; and in the
other, restated to reflect deduction of Net Expenses for Advisor Shares of the
Fund) and a broad-based securities market index as of December 31, 2005.



--------------- -------------------------- -------------------------- ---------------------- -------------------------
                                           Schroder Composite Net     Schroder Composite
                 Schroder Composite Net    of Net Expenses for        Net of Net Expenses
                 of Highest Advisory Fee   Investor Shares of the     for Advisor Shares
                 Paid by any Account in    Fund (1.15% per annum)     of the Fund (1.40%     Lehman Brothers
Year             Composite (1)             (1)                        per annum) (1)         Aggregate Bond Index (2)
--------------- -------------------------- -------------------------- ---------------------- -------------------------

1 year          5.63%                      5.47%                      5.20%                  2.43%
--------------- -------------------------- -------------------------- ---------------------- -------------------------
Since           5.44%                      5.28%                      5.01%                  2.18%
Inception
--------------- -------------------------- -------------------------- ---------------------- -------------------------



(1) The Schroder Composite inception date is October 31, 2004.

(2) The Lehman Brothers Aggregate Bond Index is an index based on U.S. dollar
denominated bonds having maturities greater than 12 months and rated investment
grade by both Moody's Investment Services and Standard & Poor's. Individual
issues must exceed $250 million to be eligible for inclusion in the index.



MANAGEMENT CONTRACT

         Management Contract. Under a Management Contract between the Trust, on
behalf of the Fund, and Schroders, Schroders, at its expense, provides the Fund
with (i) investment advisory services and advises and assists the officers of
the Trust in taking such steps as are necessary or appropriate to carry out the
decisions of its Trustees regarding the conduct of business of the Trust and the
Fund, and (ii) management and administrative services necessary for the
operation of the Fund, including preparation of shareholder reports and
communications, regulatory compliance, such as reports to and filings with the
SEC and state securities commissions, and general supervision of the operation
of the Fund, including coordination of the services performed by the Fund's
sub-administrator, transfer agent, custodian, independent auditors, legal
counsel and others.


         Under the Management Contract, Schroders is required to continuously
furnish the Fund an investment program consistent with the investment objective
and policies of the Fund, and to determine,


                                      -41-



for the Fund, what securities shall be purchased, what securities shall be held
or sold, and what portion of the Fund's assets shall be held uninvested, subject
always to the provisions of the Trust's Declaration of Trust and by-laws, and of
the Investment Company Act, and to the Fund's investment objective, policies,
and restrictions, and subject further to such policies and instructions as the
Trustees may from time to time establish.


         As compensation for services provided to the Fund pursuant to the
Management Contract, Schroders is entitled to receive from the Trust a fee,
computed and paid quarterly, at the annual rate (based on the Fund's average
daily net assets) of 0.75%. In order to limit the expenses of the Fund's
Investor Shares and Advisor Shares, Schroders has separately agreed to reduce
its compensation and, if necessary, to pay certain other of the Fund's expenses
until June 30, 2007 to the extent that the Total Annual Operating Expenses of
the Fund allocable to its Investor Shares exceed the annual rate (based on the
average daily net assets attributable to the Fund's Investor Shares) of 1.15%
and to the extent that the Total Annual Operating Expenses of the Fund allocable
to its Advisor Shares exceed the annual rate (based on the average daily net
assets allocable to the Fund's Advisor Shares) of 1.40%. Schroders makes
available to the Trust, without additional expense to the Trust, the services of
such of its directors, officers, and employees as may duly be elected Trustees
or officers of the Trust, subject to their individual consent to serve and to
any limitations imposed by law. Schroders pays the compensation and expenses of
officers and executive employees of the Trust. Schroders also provides
investment advisory research and statistical facilities and all clerical
services relating to such research, statistical, and investment work. Schroders
pays the Trust's office rent.

         Under the Management Contract, the Trust is responsible for all its
other expenses, which may include clerical salaries not related to investment
activities; fees and expenses incurred in connection with membership in
investment company organizations; brokers' commissions; payment for portfolio
pricing services to a pricing agent, if any; legal expenses; auditing expenses;
accounting expenses; payments under any distribution plan; shareholder servicing
payments; taxes and governmental fees; fees and expenses of the transfer agent
and investor servicing agent of the Trust; the cost of preparing share
certificates or any other expenses, including clerical expenses, incurred in
connection with the issue, sale, underwriting, redemption, or repurchase of
shares; the expenses of and fees for registering or qualifying securities for
sale; the fees and expenses of the Trustees of the Trust who are not affiliated
with Schroders; the cost of preparing and distributing reports and notices to
shareholders; public and investor relations expenses; and fees and disbursements
of custodians of the Fund's assets. The Trust is also responsible for its
expenses incurred in connection with litigation, proceedings, and claims and the
legal obligation it may have to indemnify its officers and Trustees with respect
thereto.

         The Management Contract provides that Schroders shall not be subject to
any liability to the Trust or to any shareholder for any act or omission in
connection with rendering services to the Trust in the absence of willful
misfeasance, bad faith, gross negligence, or reckless disregard of its duties.


         The Management Contract may be terminated as to the Fund without
penalty by vote of the Trustees, by the shareholders of the Fund, or by
Schroders, on 60 days' written notice. The Management Contract also terminates
without payment of any penalty in the event of its assignment. In addition, the
Management Contract may be amended only by a vote of the shareholders of the
Fund and by the vote, cast in person at a meeting called for the purpose of
voting on such approval, of a majority of the Trustees who are not "interested
persons" of Schroders. The Management Contract provides that it will continue in
effect from year to year (after an initial two-year period) only so long as such
continuance is approved at least annually by vote of either the Trustees or the
shareholders of the Fund, and, in either case, by a


                                      -42-



majority of the Trustees who are not "interested persons" of Schroders. In each
of the foregoing cases, the vote of the shareholders is the affirmative vote of
a "majority of the outstanding voting securities" (as defined above under
"Investment Restrictions").

         Subadvisory Agreement. The Trustees of the Trust have approved an
arrangement whereby Schroders retained SIMNA Ltd. to serve as sub-adviser to
the Fund. In connection therewith, the Trustees approved an Investment
Subadvisory Agreement between Schroders, SIMNA Ltd. and the Trust, on behalf of
the Fund (the "Subadvisory Agreement").


         Under the Subadvisory Agreement, subject to the oversight of the
Trustees and the direction and control of Schroders, SIMNA Ltd. is required to
provide on behalf of the Fund the portfolio management services required of
Schroders under the Fund's Management Contract. Accordingly, SIMNA Ltd. will be
required to regularly provide the Fund with investment research, advice, and
supervision and furnish continuously investment programs consistent with the
investment objectives and policies of the Fund, and determine, for the Fund,
what securities shall be purchased, what securities shall be held or sold, and
what portion of the Fund's assets shall be held uninvested, subject always to
the provisions of the Trust's Declaration of Trust and By-laws, and of the
Investment Company Act, and to the Fund's investment objectives, policies, and
restrictions, and subject further to such policies and instructions as the
Trustees may from time to time establish.


         For the services to be rendered by SIMNA Ltd., Schroders (and not the
Trust or the Fund) will pay to SIMNA Ltd. a monthly fee in an amount equal to
fifty percent (50%) of all fees actually paid by the Fund to Schroders for such
month under the Management Contract, provided that SIMNA Ltd.'s fee for any
period will be reduced such that SIMNA Ltd. will bear fifty percent (50%) of any
voluntary fee waiver observed or expense reimbursement borne by Schroders with
respect to the Fund for such period.


         The Subadvisory Agreement provides that SIMNA Ltd. shall not be subject
to any liability to the Trust or Schroders for any mistake of judgment or in any
event whatsoever in connection with rendering service to the Trust in the
absence of willful misfeasance, bad faith, gross negligence, or reckless
disregard of its duties.


         The Subadvisory Agreement relating to the Fund may be terminated with
respect to the Fund without penalty (i) by vote of the Trustees or by vote of a
majority of the outstanding voting securities (as defined above) of the Fund on
60 days' written notice to SIMNA Ltd., (ii) by Schroders on 60 days' written
notice to SIMNA Ltd. or (iii) by SIMNA Ltd. on 60 days' written notice to
Schroders and the Trust. The Subadvisory Agreement will also terminate without
payment of any penalty in the event of its assignment. The Subadvisory Agreement
may be amended only by written agreement of all parties thereto and otherwise in
accordance with the Investment Company Act.


ADMINISTRATIVE SERVICES


         The Trust, on behalf of the Fund, has entered into an administration
and accounting agreement with SEI Investments Global Fund Services ("SEI").
Under that agreement, the Trust, together with Schroder Capital Funds
(Delaware), another trust comprised of funds managed by Schroders, pays fees to
SEI based on the combined average daily net assets of all the funds of Schroder
Capital Funds (Delaware) and the Trust, according to the following annual rates:
0.115% of the first $600 million of such assets; 0.11% on the next $400 million
of such assets; 0.09% on the next $1 billion of such assets; and 0.07% on the
average daily net assets in excess of $2 billion. The Fund pays its pro rata
portion of such expenses.


                                      -43-



The administration and accounting agreement is terminable by either party at the
end of a three year initial term or thereafter, at any time, by either party
upon six (6) months written notice to the other party. The administration and
accounting agreement is terminable by either party in the case of a material
breach.


DISTRIBUTOR

         Pursuant to a Distribution Agreement with the Trust, Schroder Fund
Advisors Inc. (the "Distributor"), 875 Third Avenue, 22nd Floor, New York, New
York 10022, serves as the distributor for the Trust's continually offered
shares. The Distributor pays all of its own expenses in performing its
obligations under the Distribution Agreement. The Distributor is not obligated
to sell any specific amount of shares of any Fund. Please see "Schroders and its
Affiliates" for ownership information regarding the Distributor.


         Distribution plan for Advisor Shares. The Fund has adopted a
Distribution Plan pursuant to Rule 12b-1 under the Investment Company Act that
allows the Fund to compensate the Distributor in connection with the
distribution of the Fund's Advisor Shares. Under the Plan, the Fund may make
payments at an annual rate up to 0.25% of the average daily net assets
attributable to its Advisor Shares. Because the fees are paid out of the Fund's
assets attributable to its Advisor shares on an ongoing basis, over time these
fees will increase the cost of an investment in Advisor Shares of the Fund and
may cost an investor more than paying other types of sales charges.


         The Distribution Plan is a compensation plan. The various costs and
expenses that may be paid or reimbursed by amounts paid under the Distribution
Plan include advertising expenses, costs of printing prospectuses and other
materials to be given or sent to prospective investors, expenses of sales
employees or agents of the Distributor, including salary, commissions, travel
and related expenses in connection with the distribution of Advisor Shares,
payments to broker-dealers who advise shareholders regarding the purchase, sale,
or retention of Advisor Shares, and payments to banks, trust companies,
broker-dealers (other than the Distributor), or other financial organizations.

         The Distribution Plan may not be amended to increase materially the
amount of payments permitted thereunder without the approval of a majority of
the outstanding Advisor Shares of the Fund. Any other material amendment to the
Distribution Plan must be approved both by a majority of the Trustees and a
majority of those Trustees ("Qualified Trustees") who are not "interested
persons" (as defined in the Investment Company Act) of the Trust, and who have
no direct or indirect financial interest in the operation of the Distribution
Plan or in any related agreement, by vote cast in person at a meeting called for
the purpose. The Distribution Plan will continue in effect for successive
one-year periods provided each such continuance is approved by a majority of the
Trustees and the Qualified Trustees by vote cast in person at a meeting called
for the purpose. The Distribution Plan may be terminated at any time by vote of
a majority of the Qualified Trustees or by vote of a majority of the Fund's
outstanding Advisor Shares.

BROKERAGE ALLOCATION AND OTHER PRACTICES


         SELECTION OF BROKERS. Schroders, in selecting brokers to effect
transactions on behalf of the Fund, seeks to obtain the best execution
available.



                                      -44-






         ALLOCATION. Schroders may deem the purchase or sale of a security to be
in the best interests of the Fund as well as other clients of Schroders. In such
cases, Schroders may, but is under no obligation to, aggregate all such
transactions in order to obtain the most favorable price or lower brokerage
commissions and efficient execution. Orders are normally allocated on a pro rata
basis, except that in certain circumstances, such as the small size of an issue,
orders will be allocated among clients in a manner believed by Schroders to be
fair and equitable over time.


         BROKERAGE AND RESEARCH SERVICES. Transactions on U.S. stock exchanges
and other agency transactions involve the payment by the Trust of negotiated
brokerage commissions. Schroders may determine to pay a particular broker
varying commissions according to such factors as the difficulty and size of the
transaction. Transactions in foreign securities often involve the payment of
fixed brokerage commissions, which are generally higher than those in the United
States, and therefore certain portfolio transaction costs may be higher than the
costs for similar transactions executed on U.S. securities exchanges. There is
generally no stated commission in the case of securities traded in the
over-the-counter markets, but the price paid by the Fund usually includes an
undisclosed dealer commission or mark-up. In underwritten offerings, the price
paid by the Trust includes a disclosed, fixed commission or discount retained by
the underwriter or dealer.

         Schroders places all orders for the purchase and sale of portfolio
securities and buys and sells securities through a substantial number of brokers
and dealers. In so doing, it uses its best efforts to obtain the best execution
available. In seeking the best price and execution, Schroders considers all
factors it deems relevant, including price, the size of the transaction, the
nature of the market for the security, the amount of the commission, the timing
of the transaction (taking into account market prices and trends), the
reputation, experience, and financial stability of the broker-dealer involved,
and the quality of service rendered by the broker-dealer in other transactions.

         It has for many years been a common practice in the investment advisory
business for advisers of investment companies and other institutional investors
to receive research, statistical, and quotation services from several
broker-dealers that execute portfolio transactions for the clients of such
advisers. Consistent with this practice, Schroders receives research,
statistical, and quotation services from many broker-dealers with which it
places the Fund's portfolio transactions. These services, which in some cases
may also be purchased for cash, include such matters as general economic and
security market reviews, industry and company reviews, evaluations of
securities, and recommendations as to the purchase and sale of securities. Some
of these services are of value to Schroders and its affiliates in advising
various of their clients (including the Trust), although not all of these
services are necessarily useful and of value in managing the Fund. The
investment advisory fee paid by the Fund is not reduced because Schroders and
its affiliates receive such services.

         As permitted by Section 28(e) of the Securities Exchange Act of 1934,
as amended (the "Securities Exchange Act"), and by the Management Contract,
Schroders may cause the Fund to pay a broker that provides brokerage and
research services to Schroders an amount of disclosed commission for effecting a
securities transaction for the Fund in excess of the commission which another
broker would have charged for effecting that transaction. Schroders' authority
to cause the Fund to pay any such greater commissions is also subject to such
policies as the Trustees may adopt from time to time.

         SIMNA Ltd., in its capacity as subadviser to the Fund, observes
substantially the same allocation and brokerage and research policies and
practices as those observed by Schroders described above.



                                      -45-




         OTHER PRACTICES. Schroders and its affiliates also manage private
investment companies ("hedge funds") that are marketed to, among others,
existing Schroders clients. These hedge funds may invest in the same securities
as those invested in by the Fund. The hedge funds' trading methodologies are
generally different than those of the Fund and usually include short selling and
the aggressive use of leverage. At times, the hedge funds may be selling short
securities held long in the Fund. At times, the hedge funds may be selling short
securities held long in the Fund.


DETERMINATION OF NET ASSET VALUE

         The net asset value per share of each class of shares of the Fund is
determined daily as of the close of trading on the New York Stock Exchange (the
"Exchange") (normally 4:00 p.m., Eastern Time) on each day the Exchange is open
for trading.

         Securities for which market quotations are readily available are valued
at those quotations. Securities for which current market quotations are not
readily available are valued at fair value pursuant to procedures established by
the Board of Trustees, which are summarized below.

         Equity securities listed or traded on a domestic or foreign stock
exchange for which last sales information is readily available are valued at the
last reported sale price on the exchange on that day or, in the absence of sales
that day, at the mean between the closing bid and ask prices (the "mid-market
price") or, if none, the last sale price on the preceding trading day. (Where
the securities are traded on more than one exchange, they are valued based on
trading on the exchange where the security is principally traded.) Securities
purchased in an initial public offering and that have not commenced trading in a
secondary market are valued at cost. Unlisted securities for which market
quotations are readily available generally are valued at the most recently
reported sale prices on any day or, in the absence of a reported sale price, at
mid-market prices. In the case of securities traded primarily on the National
Association of Securities Dealers' Automated Quotation System ("NASDAQ"), the
NASDAQ Official Closing Price will, if available, be used to value such
securities as such price is reported by NASDAQ to market data vendors. If the
NASDAQ Official Closing Price is not available, such securities will be valued
as described above for exchange-traded securities.

         Reliable market quotations are not considered to be readily available
for most long-term bonds. Such securities are valued at fair value, generally on
the basis of valuations furnished by pricing services, which determine
valuations for normal, institutional-size trading units of such securities using
methods based on market transactions for comparable securities and various
relationships between securities that are generally recognized by institutional
traders. Below investment grade debt instruments ("high yield debt") and
emerging markets debt instruments will generally be valued at prices furnished
by pricing services based on the mean of bid and asked prices supplied by
brokers or dealers, although, if the bid-asked spread exceeds five points, that
security will typically be valued at the bid price. Short-term fixed income
securities with remaining maturities of 60 days or less are valued at amortized
cost, unless Schroders, believes another valuation is more appropriate.

         Options and futures contracts traded on a securities exchange or board
of trade shall be valued at the last reported sales price or, in the absence of
a sale, at the closing mid-market price on the principal exchange where they are
traded. Options not traded on a securities exchange or board of trade for which
over-the-counter market quotations are readily available shall be valued at the
most recently reported mid-market price.



                                      -46-




         All other securities and other property are valued at fair value based
on procedures established by the Board of Trustees.


         All assets and liabilities of the Fund denominated in foreign
currencies are translated into U.S. dollars as of the close of trading of the
New York Stock Exchange (normally 4:00 p.m., Eastern time) based on the mean
between the last quoted bid and ask price of such currencies against the U.S.
dollar.

         If any securities held by the Fund are restricted as to resale,
Schroders will obtain a valuation based on the current bid for the restricted
security from one or more independent dealers or other parties reasonably
familiar with the facts and circumstances of the security. If Schroders is
unable to obtain a fair valuation for a restricted security from an independent
dealer or other independent party, a pricing committee (comprised of certain
officers at Schroders) shall determine the bid value of such security. The
valuation procedures applied in any specific instance are likely to vary from
case to case. However, consideration is generally given to the financial
position of the issuer and other fundamental analytical data relating to the
investment and to the nature of the restrictions on disposition of the
securities (including any registration expenses that might be borne by the Trust
in connection with such disposition). In addition, specific factors are also
generally considered, such as the cost of the investment, the market value of
any unrestricted securities of the same class (both at the time of purchase and
at the time of valuation), the size of the holding, the prices of any recent
transactions or offers with respect to such securities, and any available
analysts' reports regarding the issuer.

         Generally, trading in certain securities (such as foreign securities)
is substantially completed each day at various times prior to the close of the
New York Stock Exchange. The values of these securities used in determining the
net asset value of the Fund's shares are computed as of such times. Also,
because of the amount of time required to collect and process trading
information as to large numbers of securities issues, the values of certain
securities (such as convertible bonds and U.S. Government securities) are
determined based on market quotations collected earlier in the day.
Occasionally, events affecting the value of such securities may occur between
such times and the close of the Exchange. If events materially affecting the
value of such securities occur during such period, then the Fair Value Committee
of the Trust may consider whether it is appropriate to value these securities at
their fair value.


         The proceeds received by the Fund for each issue or sale of its shares,
and all income, earnings, profits, and proceeds thereof, subject only to the
rights of creditors, will be specifically allocated to the Fund, and constitute
the underlying assets of the Fund. The underlying assets of the Fund will be
segregated on the Trust's books of account, and will be charged with the
liabilities in respect of the Fund and with a share of the general liabilities
of the Trust. The Fund's assets will be further allocated among its constituent
classes of shares on the Trust's books of account. Expenses with respect to any
two or more funds or classes may be allocated in proportion to the net asset
values of the respective funds or classes except where allocations of direct
expenses can otherwise be fairly made to a specific fund or class. The net asset
value of the Fund's Advisor Shares will generally differ from that of its
Investor Shares due to the variance in dividends paid on each class of shares
and differences in the expenses of Advisor Shares and Investor Shares.


REDEMPTION OF SHARES

         The Fund imposes a 2.00% redemption fee on shares redeemed (including
in connection with an exchange) two months or less from their date of purchase.
The fee is not a sales charge (load); it is paid directly to the Fund.



                                      -47-



         The redemption fee may be waived, in Schroders' sole discretion, for
certain categories of redemptions that do not raise short-term trading concerns.
These categories include but are not limited to shares redeemed through
designated systematic withdrawal plans. The redemption fee does apply to IRAs,
and may also apply to shares held in employer-sponsored retirement accounts
(such as 401(k), 403(b), Keogh, profit sharing, SIMPLE IRA, SEP-IRA and money
purchase pension accounts) and shares in retirement plans held in broker omnibus
accounts.


ARRANGEMENTS PERMITTING FREQUENT PURCHASES AND REDEMPTIONS OF FUND SHARES

         The Fund has no arrangements with any person to permit frequent
purchases and redemptions of the Fund shares.

TAXES


         The following discussion of U.S. federal income tax consequences is
based on the Code, existing U.S. Treasury regulations, and other applicable
authority, as of the date of this SAI. These authorities are subject to change
by legislative or administrative action, possibly with retroactive effect. The
following discussion is only a summary of some of the important U.S. federal tax
considerations generally applicable to investments in the Fund. It does not
address special tax rules applicable to certain classes of investors, such as,
among others, IRAs and other retirement plans, tax-exempt entities, foreign
investors, insurance companies, financial institutions and investors making
in-kind contributions to the Fund. You should consult your tax advisor for more
information about your own tax situation, including possible other federal,
state, local, and, where applicable, foreign tax consequences of investing in
the Fund.


         TAXATION OF THE FUND. The Fund intends to qualify each year and elect
to be taxed as a "regulated investment company" (a "RIC") under Subchapter M of
the Code.

         As a RIC qualifying to have its tax liability determined under
Subchapter M, the Fund will not be subject to federal income tax on income paid
to shareholders in the form of dividends or capital gain distributions.

         In order to qualify as a RIC the Fund must, among other things, (a)
derive at least 90% of its gross income from dividends, interest, payments with
respect to securities loans, gains from the sale or other disposition of stock,
securities, or foreign currencies, and other income (including gains from
options, futures, or forward contracts) derived with respect to its business of
investing in such stock, securities, or currencies; (b) diversify its holdings
so that, at the close of each quarter of its taxable year, (i) at least 50% of
the value of its total assets consists of cash, cash items, U.S. Government
securities, securities of other RICs and other securities limited generally with
respect to any one issuer to not more than 5% of the value of the total assets
of the Fund and not more than 10% of the outstanding voting securities of such
issuer, and (ii) not more than 25% of the value of its assets is invested in (x)
the securities of any one issuer (other than the U.S. Government or other RICs)
or of two or more issuers which the Fund controls and which are engaged in the
same, similar or related trades and businesses or (y) the securities of one or
more qualified publicly traded partnerships (as defined below); and (c)
distribute with respect to each taxable year at least 90% of the sum of its
investment company taxable income (as that term is defined in the Code without
regard to the deduction for dividends paid - generally, taxable ordinary income
and the excess, if any, of net short-term capital gains over net long-term
capital losses) and net tax-exempt interest income, for such year. The Fund
intends to make such distributions.

                                      -48-


         In general, for purposes of the 90% gross income requirement described
in paragraph (a) above, income derived from a partnership will be treated as
qualifying income only to the extent such income is attributable to items of
income of the partnership which would be qualifying income if realized by the
regulated investment company. However, the American Jobs Creation Act of 2004
(the "2004 Act"), provides that for taxable years of a regulated investment
company beginning after October 22, 2004, 100% of the net income derived from an
interest in a "qualified publicly traded partnership" (defined as a partnership
(i) interests in which are traded on an established securities market or readily
tradable on a secondary market or the substantial equivalent thereof and (ii)
that derives less than 90% of its income from the qualifying income described in
paragraph (a) above) will be treated as qualifying income. In addition, although
in general the passive loss rules of the Code do not apply to regulated
investment companies, such rules do apply to a regulated investment company with
respect to items attributable to an interest in a qualified publicly traded
partnership. Finally, for purposes of paragraph (b) above, the term "outstanding
voting securities of such issuer" will include the equity securities of a
qualified publicly traded partnership.

         If the Fund does not qualify for taxation as a RIC for any taxable
year, the Fund's taxable income will be subject to corporate income taxes, and
all distributions from earnings and profits, including distributions of net
tax-exempt income and net long-term capital gains (if any), will be taxable to
shareholders as ordinary income. In addition, in order to requalify for taxation
as a RIC, the Fund may be required to recognize unrealized gains, pay
substantial taxes and interest, and make certain distributions.

         If the Fund fails to distribute in a calendar year substantially all of
its ordinary income for such year and substantially all of its capital gain net
income for the one-year period ending October 31 (or later if the Fund is
permitted so to elect and so elects), plus any retained amount from the prior
years (to the extent not previously subject to tax under subchapter M), the Fund
will be subject to a 4% excise tax on the under-distributed amounts. A dividend
paid to shareholders by the Fund in January of a year generally is deemed to
have been paid by the Fund on December 31 of the preceding year, if the dividend
was declared and payable to shareholders of record on a date in October,
November, or December of that preceding year. The Fund intends generally to make
distributions sufficient to avoid imposition of the 4% excise tax.

         TAXABLE DISTRIBUTIONS. For federal income tax purposes, distributions
of investment income (other than exempt-interest dividends, as described below)
are taxed to shareholders as ordinary income. Taxes on distributions of capital
gains are determined by how long the Fund owned the investments that generated
the gains, rather than how long you owned your shares. Distributions of net
capital gains from the sale of investments that the Fund has held for more than
one year and that are properly designated by the Fund as capital gain dividends
will be taxable as long-term capital gains. Distributions of gains from the sale
of investments that the Fund owned for one year or less will be taxable as
ordinary income.

         For taxable years beginning before January 1, 2011, "qualified dividend
income" received by an individual will be taxed at the rates applicable to
long-term capital gain. In order for some portion of the dividends received by
the Fund shareholder to be qualified dividend income, the Fund must meet holding
period and other requirements with respect to some portion of the
dividend-paying stocks in its portfolio and the shareholder must meet holding
period and other requirements with respect to the Fund's shares. A dividend will
not be treated as qualified dividend income (at either the Fund or shareholder
level) (1) if the dividend is received with respect to any share of stock held
for fewer than 61 days during the 121-day period beginning on the date which is
60 days before the date on which such share becomes ex-dividend with respect to
such dividend (or, on the case of certain preferred stock, 91 days during the
181-day

                                      -49-


period beginning 90 days before such date), (2) to the extent that the recipient
is under an obligation (whether pursuant to a short sale or otherwise) to make
related payments with respect to positions in substantially similar or related
property, (3) if the recipient elects to have the dividend income treated as
investment interest, or (4) if the dividend is received from a foreign
corporation that is (a) not eligible for the benefits of a comprehensive income
tax treaty with the United States (with the exception of dividends paid on stock
of such a foreign corporation readily tradable on an established security market
in the United States) or (b) treated as a passive foreign investment company.

         In general, distributions of investment income designated by the Fund
as derived from qualified dividend income will be treated as qualified dividend
income by a shareholder taxed as an individual provided the shareholder meets
the holding period and other requirements described above with respect to such
Fund's shares. In any event, if the aggregate qualified dividends received by
the Fund during any taxable year are 95% or more of its gross income, then 100%
of the Fund's dividends (other than property designated capital gain dividends)
will be eligible to be treated as qualified dividend income. For this purpose,
the only gain included in the term "gross income" is the excess of net
short-term capital gain over net long-term capital loss.

         Distributions are taxable to shareholders even if they are paid from
income or gains earned by the Fund before a shareholder's investment (and thus
were included in the price the shareholder paid). Distributions are taxable
whether shareholders receive them in cash or reinvest them in additional shares.

         Long-term capital gain rates applicable to individuals have been
temporarily reduced - in general, to 15%, with lower rates applying to taxpayers
in the 10% and 15% rate brackets - for taxable years beginning before January 1,
2011.

         TRANSACTIONS IN FUND SHARES. The sale, exchange or redemption of Fund
shares may give rise to a gain or loss. In general, any gain or loss realized
upon such a taxable disposition of shares will be treated as long-term capital
gain or loss if the shares have been held for more than 12 months. Otherwise the
gain or loss on the sale, exchange or redemption of Fund shares will be treated
as short-term capital gain or loss. However, if a shareholder sells shares at a
loss within six months of purchase, any loss will be disallowed for federal
income tax purposes to the extent of any exempt-interest dividends received on
such shares. In addition, any loss (not already disallowed as provided in the
preceding sentence) realized upon a taxable disposition of shares held for six
months or less will be treated as long-term, rather than short-term, to the
extent of any amounts treated as distributions from the Fund of long-term
capital gain with respect to the shares during the six-month period. All or a
portion of any loss realized upon a taxable disposition of Fund shares will be
disallowed if other shares of the same Fund are purchased within 30 days before
or after the disposition. In such a case, the basis of the newly purchased
shares will be adjusted to reflect the disallowed loss.

         FOREIGN INVESTMENTS. The Fund's transactions in foreign currencies,
foreign currency-denominated debt securities and certain foreign currency
options, futures contracts and forward contracts (and similar instruments) may
give rise to ordinary income or loss to the extent such income or loss results
from fluctuations of the foreign currency concerned.

         With respect to investment income and gains received by the Fund from
sources outside the United States, such income and gains may be subject to
foreign taxes which are withheld at the source. The effective rate of foreign
taxes to which the Fund will be subject depends on the specific countries in
which its assets will be invested and the extent of the assets invested in each
such country and, therefore,

                                      -50-


cannot be determined in advance. In addition, the Fund's investments in foreign
securities may increase or accelerate the Fund's recognition of ordinary income
or loss and may affect the timing or amount of the Fund's distributions,
including in situations where such distributions may economically represent a
return of a particular shareholder's investment. Investments, if any, in
"passive foreign investment companies" could subject the Fund to U.S. federal
income tax or other charges on certain distributions from such companies and on
disposition of investments in such companies; however, the tax effects of such
investments may be mitigated by making an election to mark such investments to
market annually or treat the passive foreign investment company as a "qualified
electing fund."


         If more than 50% of the Fund's assets at year end consists of the
securities of foreign corporations, the Fund may elect to permit shareholders to
claim a credit or deduction on their income tax returns for their pro rata
portion of qualified taxes paid by the Fund to foreign countries in respect of
foreign securities the Fund has held for at least the minimum period specified
in the Code. In such a case, shareholders will include in gross income from
foreign sources their pro rata shares of such taxes. It is anticipated that
shareholders of the Fund generally will be entitled to claim a credit or
deduction with respect to foreign taxes. A shareholder's ability to claim a
foreign tax credit or deduction in respect of foreign taxes paid by the Fund may
be subject to certain limitations imposed by the Code, as a result of which a
shareholder may not get a full credit or deduction for the amount of such taxes.
In particular, shareholders must hold their Fund shares (without protection from
risk of loss) on the ex-dividend date and for at least 15 additional days during
the 30-day period surrounding the ex-dividend date to be eligible to claim a
foreign tax credit with respect to a given dividend. Shareholders who do not
itemize on their federal income tax returns may claim a credit (but no
deduction) for such foreign taxes.


         HEDGING TRANSACTIONS. If the Fund engages in hedging transactions,
including hedging transactions in options, forward or futures contracts, and
straddles, or other similar transactions, it will be subject to special tax
rules (including constructive sale, mark-to-market, straddle, wash sale, and
short sale rules), the effect of which may be to accelerate income to the Fund,
defer losses to the Fund, cause adjustments in the holding periods of the Fund's
securities, convert long-term capital gain into short-term capital gain, or
convert short-term capital losses into long-term capital losses. These rules
could therefore affect the amount, timing and character of distributions to
shareholders. The Fund will endeavor to make any available elections pertaining
to such transactions in a manner believed to be in the best interest of the
Fund.

         BACKUP WITHHOLDING. The Fund is generally required to withhold a
percentage of certain of your dividends and other distributions if you have not
provided the Fund with your correct taxpayer identification number (normally
your Social Security number), or if you are otherwise subject to backup
withholding. The backup withholding tax rate is 28% for amounts paid through
2010. The backup withholding tax rate will be 31% for amounts paid after
December 31, 2010.

         TAX SHELTER REPORTING REGULATIONS. Under Treasury regulations, if a
shareholder realizes a loss on disposition of the Fund's shares of $2 million or
more for an individual shareholder or $10 million or more for a corporate
shareholder, the shareholder must file with the Internal Revenue Service a
disclosure statement on Form 8886. Direct shareholders of portfolio securities
are in many cases excepted from this reporting requirement, but under current
guidance, shareholders of a RIC are not excepted. Future guidance may extend the
current exception from this reporting requirement to shareholders of most or all
regulated investment companies. The fact that a loss is reportable under these
regulations does not affect the legal determination of whether the taxpayer's
treatment of the loss is proper. Shareholders should

                                      -51-


consult their tax advisors to determine the applicability of these regulations
in light of their individual circumstances.

         NON-U.S. SHAREHOLDERS. In general, dividends (other than capital gain
dividends) paid by the Fund to a shareholder that is not a "U.S. person" within
the meaning of the Code (a "foreign person") are subject to withholding of U.S.
federal income tax at a rate of 30% (or lower applicable treaty rate) even if
they are funded by income or gains (such as portfolio interest, short-term
capital gains, or foreign-source dividend and interest income) that, if paid to
a foreign person directly, would not be subject to withholding. However, under
the 2004 Act, effective for taxable years of the Fund beginning after December
31, 2004 and before January 1, 2008, the Fund will not be required to withhold
any amounts (i) with respect to distributions (other than distributions to a
foreign person (w) that has not provided a satisfactory statement that the
beneficial owner is not a U.S. person, (x) to the extent that the dividend is
attributable to certain interest on an obligation if the foreign person is the
issuer or is a 10% shareholder of the issuer, (y) that is within certain foreign
countries that have inadequate information exchange with the United States, or
(z) to the extent the dividend is attributable to interest paid by a person that
is a related person of the foreign person and the foreign person is a controlled
foreign corporation) from U.S.-source interest income that would not be subject
to U.S. federal income tax if earned directly by an individual foreign person,
to the extent such distributions are properly designated by the Fund (an
"interest-related dividend"), and (ii) with respect to distributions (other than
distributions to an individual foreign person who is present in the United
States for a period or periods aggregating 183 days or more during the year of
the distribution) of net short-term capital gains in excess of net long-term
capital losses, to the extent such distributions are properly designated by the
Fund (a "short-term capital gain dividend"). The Fund may opt not to designate
dividends as interest-related dividends or short-term capital gain dividends to
the full extent permitted by the Code. In addition, as indicated above, capital
gain dividends will not be subject to withholding of U.S. federal income tax.

         If a beneficial holder who is a foreign person has a trade or business
in the United States, and the dividends are effectively connected with the
conduct by the beneficial holder of a trade or business in the United States,
the dividend will be subject to U.S. federal net income taxation at regular
income tax rates.


         Under U.S. federal tax law, a beneficial holder of shares who is a
foreign person is not, in general, subject to U.S. federal income tax on gains
(and is not allowed a deduction for losses) realized on the sale of shares of
the Fund or on capital gain dividends unless (i) such gain or capital gain
dividend is effectively connected with the conduct of a trade or business
carried on by such holder within the United States, or (ii) in the case of an
individual holder, the holder is present in the United States for a period or
periods aggregating 183 days or more during the year of the sale or capital gain
dividend and certain other conditions are met.


PRINCIPAL HOLDERS OF SECURITIES


         To the knowledge of the Trust, as of August 21, 2006, no person owned
beneficially or of record more than 5% of the outstanding voting securities of
the Fund, except as indicated on Appendix A hereto.

         To the knowledge of the Trust, as of August 21, 2006, the Trustees of
the Trust and the officers of the Trust, as a group, owned less than 1% of the
outstanding shares of the Fund.




                                      -52-




CUSTODIAN


         JP Morgan Chase Bank, 270 Park Avenue, New York, New York, is the
custodian of the assets of the Fund. The custodian's responsibilities include
safeguarding and controlling the Fund's cash and securities, handling the
receipt and delivery of securities, and collecting interest and dividends on the
Fund's investments. The custodian does not determine the investment policies of
the Fund or decide which securities the Fund will buy or sell.

TRANSFER AGENT AND DIVIDEND DISBURSING AGENT

         Boston Financial Data Services, Inc., Two Heritage Drive, North Quincy,
Massachusetts 02171, is the Trust's registrar, transfer agent, and dividend
disbursing agent.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

         PricewaterhouseCoopers LLP, the Trust's independent registered public
accounting firm, provides audit services, and tax return preparation services.
Their address is Two Commerce Square, Suite 1700, 2001 Market Street,
Philadelphia, Pennsylvania 19103.

CODE OF ETHICS

         Schroders, Schroder Fund Advisors Inc., the Trust's distributor, and
SIMNA Ltd. have each adopted a Code of Ethics, and the Trust, Schroder Capital
Funds (Delaware) and Schroder Global Series Trust have adopted a combined Code
of Ethics, pursuant to the requirements of Rule 17j-1 of the Investment Company
Act. Subject to certain restrictions, these Codes of Ethics permit personnel
subject to the Codes to invest in securities, including securities that may be
purchased or held by the Fund. The Codes of Ethics have been filed as exhibits
to the Trust's Registration Statement.

PROXY VOTING POLICIES AND PROCEDURES

         The Trust has delegated authority and responsibility to vote any
proxies relating to voting securities held by the Fund to Schroders, which
intends to vote such proxies in accordance with its proxy voting policies and
procedures. A copy of Schroders' proxy voting policies and procedures is
attached as Appendix A to this SAI. Information regarding how Schroders voted
proxies relating to portfolio securities during the most recent 12-month period
ended June 30 is available (1) without charge, upon request, through the
Schroders Funds' website at www.schroderfunds.com; and (2) on the Securities and
Exchange Commission's website at www.sec.gov.

LEGAL COUNSEL

         Ropes & Gray LLP, One International Place, Boston, Massachusetts
02110-2624, serves as counsel to the Trust.

SHAREHOLDER LIABILITY


         Under Massachusetts law, shareholders could, under certain
circumstances, be held personally liable for the obligations of the Trust.
However, the Trust's Declaration of Trust disclaims shareholder liability for
acts or obligations of the Trust and requires that notice of such disclaimer be
given in each agreement, obligation, or instrument entered into or executed by
the Trust or the Trustees. The Trust's


                                      -53-




Declaration of Trust provides for indemnification out of each Fund's property
for all loss and expense of any shareholder held personally liable for the
obligations of such Fund. Thus, the risk of a shareholder's incurring financial
loss on account of shareholder liability is limited to circumstances in which
the Fund would be unable to meet its obligations.


FINANCIAL STATEMENTS


         As the Fund recently commenced operations, financial statements for the
Fund are unavailable.



                                      -54-



APPENDIX A
----------

HOLDERS OF OUTSTANDING SHARES

To the knowledge of the Trust, as of August 21, 2006, no person owned
beneficially or of record 5% or more of the outstanding Investor or Advisor
Shares of the Fund, except as set forth below.

INVESTOR SHARES:
----------------

Record and Beneficial Owner     Number of Shares      Percentage of Outstanding
                                                      Investor Shares Owned

SCHRODER US HOLDINGS INC          1,900,000.00                 100%
22 CHURCH ST
HAMILTON BERMUDA HM11


ADVISOR SHARES:
---------------

Record and Beneficial Owner     Number of Shares      Percentage of Outstanding
                                                      Advisor Shares Owned

SCHRODER US HOLDINGS INC           100,000.00                  100%
22 CHURCH ST
HAMILTON BERMUDA HM11



                                       A-1




APPENDIX B
----------


SCHRODER INVESTMENT MANAGEMENT NORTH AMERICA INC. POLICY RELATING TO IDENTIFYING
AND ACTING UPON CONFLICTS OF INTEREST IN CONNECTION WITH ITS PROXY VOTING
OBLIGATIONS

This document sets forth Schroder Investment Management North America Inc.'s
("Schroders") policy with respect to proxy voting and its procedures to comply
with Rule 206(4)-6 under the Investment Advisers Act of 1940 and Rule 30b1-4
under the Investment Company Act of 1940. Specifically, Rule 206(4)-6 requires
that Schroders:

     o    Adopt and implement written policies and procedures reasonably
          designed to ensure that proxies are voted in the best interest of
          clients and
     o    Disclose its proxy voting policies and procedures to clients and
          inform them how they may obtain information about how Schroders voted
          proxies.

Rule 30b1-4 requires that the Schroder US Mutual Funds (the "Funds"):

     o    Disclose their proxy voting policies and procedures in their
          registration statements and
     o    Annually, file with the SEC and make available to shareholders their
          actual proxy voting.

(A)      PROXY VOTING GENERAL PRINCIPLES

Schroders will evaluate and usually vote for or against all proxy requests
relating to securities held in any account managed by Schroders (unless this
responsibility has been retained by the client).

Proxies will be treated and evaluated with the same attention and investment
skill as the trading of securities in the accounts.

Proxies will be voted in a manner which is deemed most likely to protect and
enhance the longer term value of the security as an asset to the account.

PROXY COMMITTEE

The Proxy Committee consists of investment professionals and other officers and
is responsible for ensuring compliance with this proxy voting policy. The
Committee meets quarterly to review proxies voted, policy guidelines and to
examine any issues raised, including a review of any votes cast in connection
with controversial issues.

The procedure for evaluating proxy requests is as follows:

Schroders' Global Corporate Governance Team (the "Team") is responsible for the
initial evaluation of the proxy request, for seeking advice where necessary,
especially from the US small cap and mid cap product heads, and for consulting
with portfolio managers who have invested in the company should a controversial
issue arise.

When making proxy-voting decisions, Schroders generally adheres to the Global
Corporate Governance Policy (the "Policy"), as revised from time to time. The
Policy, which has been developed by Schroders'


                                      B-1




Global Corporate Governance Team and approved by the Schroders Proxy Committee,
sets forth Schroders' positions on recurring issues and criteria for addressing
non-recurring issues. The Policy is a part of these procedures and is
incorporated herein by reference. The Proxy Committee exercises oversight to
assure that proxies are voted in accordance with the Policy and that any votes
inconsistent with the Policy or against management are appropriately documented.

Schroders uses Institutional Shareholder Services, Inc. ("ISS") to assist in
voting proxies. ISS provides proxy research, voting and vote-reporting services.
ISS's primary function with respect to Schroders is to apprise the Group of
shareholder meeting dates of all securities holdings, translate proxy materials
received from companies, provide associated research and provide considerations
and recommendations for voting on particular proxy proposals. Although Schroders
may consider ISS's and others' recommendations on proxy issues, Schroders bears
ultimate responsibility for proxy voting decisions.

Schroders may also consider the recommendations and research of other providers,
including the National Association of Pension Funds' Voting Issues Service.

CONFLICTS

From time to time, proxy voting proposals may raise conflicts between the
interests of Schroders' clients and the interests of Schroders and/or its
employees. Schroders is adopting this policy and procedures to ensure that
decisions to vote the proxies are based on the clients' best interests.

For example, conflicts of interest may arise when:

     o    Proxy votes regarding non-routine matters are solicited by an issuer
          that, directly or indirectly, has a client relationship with
          Schroders;
     o    A proponent of a proxy proposal has a client relationship with
          Schroders;
     o    A proponent of a proxy proposal has a business relationship with
          Schroders;
     o    Schroders has business relationships with participants in proxy
          contests, corporate directors or director candidates;

The Team is responsible for identifying proxy voting proposals that may present
a material conflict of interest. If Schroders receives a proxy relating to an
issuer that raises a conflict of interest, the Team shall determine whether the
conflict is "material" to any specific proposal included within the proxy. The
Team will determine whether a proposal is material as follows:

     o    Routine Proxy Proposals: Proxy proposals that are "routine" shall be
          presumed not to involve a material conflict of interest unless the
          Team has actual knowledge that a routine proposal should be treated as
          material. For this purpose, "routine" proposals would typically
          include matters such as uncontested election of directors, meeting
          formalities, and approval of an annual report/financial statements.

     o    Non-Routine Proxy Proposals: Proxy proposals that are "non-routine"
          will be presumed to involve a material conflict of interest, unless
          the Team determines that neither Schroders nor its personnel have a
          conflict of interest or the conflict is unrelated to the proposal in
          question. For this purpose, "non-routine" proposals would typically
          include any contested matter, including a contested election of
          directors, a merger or sale of substantial assets, a change in the
          articles of incorporation that materially affects the rights of
          shareholders, and compensation matters for


                                      B-2





     management (e.g., stock, option plans, retirement plans, profit-sharing or
     other special remuneration plans). If the Team determines that there is, or
     may be perceived to be, a conflict of interest when voting a proxy,
     Schroders will address matters involving such conflicts of interest as
     follows:

         A. If a proposal is addressed by the Policy, Schroders will vote in
accordance with such Policy;

         B. If Schroders believes it is in the best interests of clients to
depart from the Policy, Schroders will be subject to the requirements of C or D
below, as applicable;

         C. If the proxy proposal is (1) not addressed by the Policy or (2)
requires a case-by-case determination, Schroders may vote such proxy as it
determines to be in the best interest of clients, without taking any action
described in D below, provided that such vote would be against Schroders' own
interest in the matter (i.e., against the perceived or actual conflict). The
rationale of such vote will be memorialized in writing; and

         D. If the proxy proposal is (1) not addressed by the Policy or (2)
requires a case-by-case determination, and Schroders believes it should vote in
a way that may also benefit, or be perceived to benefit, its own interest, then
Schroders must take one of the following actions in voting such proxy: (a) vote
in accordance with ISS' recommendation; (b) inform the client(s) of the conflict
of interest and obtain consent to vote the proxy as recommended by Schroders; or
(c) obtain approval of the decision from the Chief Compliance Officer and the
Chief Investment Officer. The rationale of such vote will be memorialized in
writing.

RECORD OF PROXY VOTING

         The Team will maintain, or have available, written or electronic copies
of each proxy statement received and of each executed proxy.

The Team will also maintain records relating to each proxy, including (i) the
voting decision with regard to each proxy; and (ii) any documents created by the
Team and/or the Proxy Committee, or others, that were material to making the
voting decision; (iii) any decisions of the Chief Compliance Officer and the
Chief Investment Officer.

Schroders will maintain a record of each written request from a client for proxy
voting information and its written response to any request (oral or written)
from any client for proxy voting information.

Such records will be maintained for six years and may be retained
electronically.

Additional Reports and Disclosures for the Schroder Funds

The Funds must disclose their policies and procedures for voting proxies in
their Statement of Additional Information. In addition to the records required
to be maintained by Schroders, the following information will be made available
to the Funds or their agent to enable the Funds to file Form N-PX under Rule
30b1-4:

         For each matter on which a fund is entitled to vote:


                                      B-3




     o    Name of the issuer of the security;
     o    Exchange ticker symbol;
     o    CUSIP number, if available;
     o    Shareholder meeting date;
     o    Brief summary of the matter voted upon;
     o    Source of the proposal, i.e., issuer or shareholder;
     o    Whether the fund voted on the matter;
     o    How the fund voted; and
     o    Whether the fund voted with or against management.


Further, the Funds are required to make available to shareholders the Funds'
actual proxy voting record. If requested, the most recently filed Form N-PX must
be sent within three (3) days of receipt of the request.


July 30, 2003



                                      B-4






APPENDIX C
----------


FIXED INCOME AND COMMERCIAL PAPER RATINGS

MOODY'S INVESTORS SERVICE INC. ("MOODY'S")

FIXED-INCOME SECURITY RATINGS

"Aaa" Fixed-income securities which are rated "Aaa" are judged to be of the best
quality. They carry the smallest degree of investment risk and are generally
referred to as "gilt edge". Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be visualized are
most unlikely to impair the fundamentally strong position of such issues.

"Aa" Fixed-income securities which are rated "Aa" are judged to be of high
quality by all standards. Together with the "Aaa" group they comprise what are
generally known as high grade fixed-income securities. They are rated lower than
the best fixed-income securities because margins of protection may not be as
large as in "Aaa" securities or fluctuation of protective elements may be of
greater amplitude or there may be other elements present which make the
long-term risks appear somewhat larger than in "Aaa" securities.

"A" Fixed-income securities which are rated "A" possess many favorable
investment attributes and are to be considered as upper medium grade
obligations. Factors giving security to principal and interest are considered
adequate, but elements may be present which suggest a susceptibility to
impairment sometime in the future.

"Baa" Fixed-income securities which are rated "Baa" are considered as medium
grade obligations; i.e., they are neither highly protected nor poorly secured.
Interest payments and principal security appear adequate for the present but
certain protective elements may be lacking or may be characteristically
unreliable over any great length of time. Such fixed-income securities lack
outstanding investment characteristics and in fact have speculative
characteristics as well.

Fixed-income securities rated "Aaa", "Aa", "A" and "Baa" are considered
investment grade.

"Ba" Fixed-income securities which are rated "Ba" are judged to have speculative
elements; their future cannot be considered as well assured. Often the
protection of interest and principal payments may be very moderate, and
therefore not well safeguarded during both good and bad times in the future.
Uncertainty of position characterizes bonds in this class.

"B" Fixed-income securities which are rated "B" generally lack characteristics
of the desirable investment. Assurance of interest and principal payments or of
maintenance of other terms of the contract over any long period of time may be
small.

"Caa" Fixed-income securities which are rated "Caa" are of poor standing. Such
issues may be in default or there may be present elements of danger with respect
to principal or interest.

"Ca" Fixed-income securities which are rated "Ca" present obligations which are
speculative in a high degree. Such issues are often in default or have other
marked shortcomings.


                                      C-1




"C" Fixed-income securities which are rated "C" are the lowest rated class of
fixed-income securities, and issues so rated can be regarded as having extremely
poor prospects of ever attaining any real investment standing.

Rating Refinements: Moody's may apply numerical modifiers, "1", "2", and "3" in
each generic rating classification from "Aa" through "B" in its fixed-income
security rating system. The modifier "1" indicates that the security ranks in
the higher end of its generic rating category; the modifier "2" indicates a
mid-range ranking; and a modifier "3" indicates that the issue ranks in the
lower end of its generic rating category.

COMMERCIAL PAPER RATINGS

Moody's Commercial Paper ratings are opinions of the ability to repay punctually
promissory obligations not having an original maturity in excess of nine months.
The ratings apply to Municipal Commercial Paper as well as taxable Commercial
Paper. Moody's employs the following three designations, all judged to be
investment grade, to indicate the relative repayment capacity of rated issuers:
"Prime-1", "Prime-2", "Prime-3".

Issuers rated "Prime-1" have a superior capacity for repayment of short-term
promissory obligations. Issuers rated "Prime-2" have a strong capacity for
repayment of short-term promissory obligations; and Issuers rated "Prime-3" have
an acceptable capacity for repayment of short-term promissory obligations.
Issuers rated "Not Prime" do not fall within any of the Prime rating categories.


STANDARD & POOR'S RATING SERVICES ("STANDARD & POOR'S")

FIXED-INCOME SECURITY RATINGS

A Standard & Poor's fixed-income security rating is a current assessment of the
creditworthiness of an obligor with respect to a specific obligation. This
assessment may take into consideration obligors such as guarantors, insurers, or
lessees.

The ratings are based on current information furnished by the issuer or obtained
by Standard & Poor's from other sources it considers reliable. The ratings are
based, in varying degrees, on the following considerations: (1) likelihood of
default-capacity and willingness of the obligor as to the timely payment of
interest and repayment of principal in accordance with the terms of the
obligation; (2) nature of and provisions of the obligation; and (3) protection
afforded by, and relative position of, the obligation in the event of
bankruptcy, reorganization or other arrangement under the laws of bankruptcy and
other laws affecting creditors' rights.

Standard & Poor's does not perform an audit in connection with any rating and
may, on occasion, rely on unaudited financial information. The ratings may be
changed, suspended or withdrawn as a result of changes in, or unavailability of,
such information, or for other reasons.

"AAA" Fixed-income securities rated "AAA" have the highest rating assigned by
Standard & Poor's. Capacity to pay interest and repay principal is extremely
strong.

"AA" Fixed-income securities rated "AA" have a very strong capacity to pay
interest and repay principal and differs from the highest-rated issues only in
small degree.


                                      C-2




"A" Fixed-income securities rated "A" have a strong capacity to pay interest and
repay principal although they are somewhat more susceptible to the adverse
effects of changes in circumstances and economic conditions than fixed-income
securities in higher-rated categories.

"BBB" Fixed-income securities rated "BBB" are regarded as having an adequate
capacity to pay interest and repay principal. Whereas it normally exhibits
adequate protection parameters, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to pay interest and
repay principal for fixed-income securities in this category than for
fixed-income securities in higher-rated categories.

Fixed-income securities rated "AAA", "AA", "A" and "BBB" are considered
investment grade.

"BB" Fixed-income securities rated "BB" have less near-term vulnerability to
default than other speculative grade fixed-income securities. However, it faces
major ongoing uncertainties or exposure to adverse business, financial or
economic conditions which could lead to inadequate capacity or willingness to
pay interest and repay principal.

"B" Fixed-income securities rated "B" have a greater vulnerability to default
but presently have the capacity to meet interest payments and principal
repayments. Adverse business, financial or economic conditions would likely
impair capacity or willingness to pay interest and repay principal.

"CCC" Fixed-income securities rated "CCC" have a current identifiable
vulnerability to default, and the obligor is dependent upon favorable business,
financial and economic conditions to meet timely payments of interest and
repayments of principal. In the event of adverse business, financial or economic
conditions, it is not likely to have the capacity to pay interest and repay
principal.

"CC" The rating "CC" is typically applied to fixed-income securities
subordinated to senior debt which is assigned an actual or implied "CCC" rating.

"C" The rating "C" is typically applied to fixed-income securities subordinated
to senior debt which is assigned an actual or implied "CCC-" rating.

"CI" The rating "CI" is reserved for fixed-income securities on which no
interest is being paid.

"D" An obligation rated "D" is in payment default. The "D" rating category is
used when payments on an obligation are not made on the date due even if the
applicable grace period has not expired, unless Standard & Poor's believes that
such payments will be made during such grace period. The "D" rating also will be
used upon the filing of a bankruptcy petition or the taking of a similar action
if payments on an obligation are jeopardized.

"NR" Indicates that no rating has been requested, that there is insufficient
information on which to base a rating or that Standard & Poor's does not rate a
particular type of obligation as a matter of policy.

Fixed-income securities rated "BB", "B", "CCC", "CC" and "C" are regarded as
having predominantly speculative characteristics with respect to capacity to pay
interest and repay principal. "BB" indicates the least degree of speculation and
"C" the highest degree of speculation. While such fixed-income securities will
likely have some quality and protective characteristics, these are out-weighed
by large uncertainties or major risk exposures to adverse conditions.


                                      C-3




Plus (+) or minus (-): The rating from "AA" TO "CCC" may be modified by the
addition of a plus or minus sign to show relative standing with the major
ratings categories.

COMMERCIAL PAPER RATINGS

Standard & Poor's commercial paper rating is a current assessment of the
likelihood of timely payment of debt having an original maturity of no more than
365 days. The commercial paper rating is not a recommendation to purchase or
sell a security. The ratings are based upon current information furnished by the
issuer or obtained by Standard & Poor's from other sources it considers
reliable. The ratings may be changed, suspended, or withdrawn as a result of
changes in or unavailability of such information. Ratings are graded into group
categories, ranging from "A" for the highest quality obligations to "D" for the
lowest. Ratings are applicable to both taxable and tax-exempt commercial paper.

Issues assigned "A" ratings are regarded as having the greatest capacity for
timely payment. Issues in this category are further refined with the designation
"1", "2", and "3" to indicate the relative degree of safety.

"A-1" Indicates that the degree of safety regarding timely payment is very
strong.

"A-2" Indicates capacity for timely payment on issues with this designation is
strong. However, the relative degree of safety is not as overwhelming as for
issues designated "A-1".

"A-3" Indicates a satisfactory capacity for timely payment. Obligations carrying
this designation are, however, somewhat more vulnerable to the adverse effects
of changes in circumstances than obligations carrying the higher designations.


FITCH INVESTORS SERVICE, INC. ("FITCH")

FIXED INCOME SECURITY RATINGS

Investment Grade

AAA: Bonds considered to be investment grade and of the highest credit quality.
The obligor has an exceptionally strong ability to pay interest and repay
principal, which is unlikely to be affected by reasonably foreseeable events.

AA: Bonds considered to be investment grade and of very high credit quality. The
obligor's ability to pay interest and repay principal is very strong, although
not quite as strong as bonds rated "AAA". Because bonds rated in the "AAA" and
"AA" categories are not significantly vulnerable to foreseeable future
developments, short-term debt of these issuers is generally rated "F-1+".

A: Bonds considered to be investment grade and of high credit quality. The
obligor's ability to pay interest and repay principal is considered to be
strong, but may be more vulnerable to adverse changes in economic conditions and
circumstances than bonds with higher ratings.

BBB: Bonds considered to be investment grade and of satisfactory credit quality.
The obligor's ability to pay interest and repay principal is considered to be
adequate. Adverse changes in economic conditions and circumstances, however, are
more likely to have adverse impact on these bonds, and therefore, impair


                                      C-4




timely payment. The likelihood that the ratings of these bonds will fall below
investment grade is higher than for bonds with higher ratings.

High Yield Grade

BB: Bonds are considered speculative. The obligor's ability to pay interest and
repay principal may be affected over time by adverse economic changes. However,
business and financial alternatives can be identified which could assist the
obligor in satisfying its debt service requirements.

B: Bonds are considered highly speculative. While bonds in this class are
currently meeting debt service requirements, the probability of continued timely
payment of principal and interest reflects the obligor's limited margin of
safety and the need for reasonable business and economic activity throughout the
life of the issue.

CCC: Bonds have certain identifiable characteristics which, if not remedied, may
lead to default. The ability to meet obligations requires an advantageous
business and economic environment.

CC: Bonds are minimally protected. Default in payment of interest and/or
principal seems probable over time.

C: Bonds are in imminent default in payment of interest or principal.

DDD, DD, and D: Bonds are in default of interest and/or principal payments. Such
bonds are extremely speculative and should be valued on the basis of their
ultimate recovery value in liquidation or reorganization of the obligor. "DDD"
represents the highest potential for recovery on these bonds, and "D" represents
the lowest potential for recovery.

Plus (+) or Minus (-): The ratings from AA to C may be modified by the addition
of a plus or minus sign to indicate the relative position of a credit within the
rating category.

NR: Indicates that Fitch does not rate the specific issue.

Conditional: A conditional rating is premised on the successful completion of a
project or the occurrence of a specific event.

Short-Term Ratings

Fitch's short-term ratings apply to debt obligations that are payable on demand
or have original maturities of generally up to three years, including commercial
paper, certificates of deposit, medium-term notes, and municipal and investment
notes.

F-1+: Exceptionally Strong Credit Quality. Issues assigned this rating are
regarded as having the strongest degree of assurance for timely payment.

F-1: Very Strong Credit Quality. Issues assigned this rating reflect an
assurance of timely payment only slightly less in degree than issues rated
"F-1+".

F-2: Good Credit Quality. Issues assigned this rating have a satisfactory degree
of assurance for timely payment, but the margin of safety is not as great as the
"F-1+" and "F-1 " categories.


                                      C-5




F-3: Fair Credit Quality. Issues assigned this rating have characteristics
suggesting that the degree of assurance for timely payment is adequate, however,
near-term adverse changes could cause these securities to be rated below
investment grade.


DUFF & PHELPS

FIXED INCOME SECURITIES

Investment Grade

AAA: Highest credit quality. The risk factors are negligible, being only
slightly more than for risk-free US Treasury debt.

AA+, AA, and AA-: High credit quality. Protection factors are strong. Risk is
modest but may vary slightly from time to time because of economic conditions.

A+, A, and A-: Protection factors are average but adequate. However, risk
factors are more variable and greater in periods of economic stress.

BBB+, BBB, and BBB-: Below average protection factors but still considered
sufficient for prudent investment. Considerable variability in risk during
economic cycles.

High Yield Grade

BB+, BB, and BB-: Below investment grade but deemed likely to meet obligations
when due. Present or prospective financial protection factors fluctuate
according to industry conditions or company fortunes. Overall quality may move
up or down frequently within this category.

B+, B, and B-: Below investment grade and possessing risk that obligations will
not be met when due. Financial protection factors will fluctuate widely
according to economic cycles, industry conditions and/or company fortunes.
Potential exists for frequent changes in the rating within this category or into
a higher or lower rating grade.

CCC: Well below investment grade securities. Considerable uncertainty exists as
to timely payment of principal interest or preferred dividends. Protection
factors are narrow and risk can be substantial with unfavorable
economic/industry conditions, and/or with unfavorable company developments.

Preferred stocks are rated on the same scale as bonds but the preferred rating
gives weight to its more junior position in the capital structure. Structured
financings are also rated on this scale.

CERTIFICATES OF DEPOSIT RATINGS

Category 1: Top Grade

Duff 1 plus: Highest certainty of timely payment. Short-term liquidity including
internal operating factors and/or ready access to alternative sources of funds,
is outstanding, and safety is just below risk-free US Treasury short-term
obligations.


                                      C-6




Duff 1: Very high certainty of timely payment. Liquidity factors are excellent
and supported by good Fundamental protection factors. Risk factors are minor.

Duff 1 minus: High certainty of timely payment. Liquidity factors are strong and
supported by good Fundamental protection factors. Risk factors are very small.

Category 2: Good Grade

Duff 2: Good certainty of timely payment. Liquidity factors and company
Fundamentals are sound. Although ongoing Funding needs may enlarge total
financing requirements, access to capital markets is good. Risk factors are
small.

Category 3: Satisfactory Grade

Duff 3: Satisfactory liquidity and other protection factors qualify issue as to
investment grade. Risk factors are larger and subject to more variation.
Nevertheless timely payment is expected.

No ratings are issued for companies whose paper is not deemed to be of
investment grade.




                                      C-7





PART C: OTHER INFORMATION

ITEM 23. EXHIBITS

(a)  Agreement and Declaration of Trust (see Note 1).

(b)  Third Amended Bylaws of the Registrant (see Note 12).

(c)

     (i) Portions of Agreement and Declaration of Trust Relating to
Shareholders' Rights (see Note 1).

     (ii) Portions of Bylaws Relating to Shareholders' Rights (see Note 1).

(d)

     (i) Form of Management Contract between the Trust, on behalf of Schroder
Enhanced Income Fund, and Schroder Investment Management North America, Inc.
(see Note 10).

     (ii) Management Contract between the Trust, on behalf of Schroder Municipal
Bond Fund, Schroder Short-Term Municipal Bond Fund, Schroder Total Return Fixed
Income Fund (formerly, Schroder U.S. Core Fixed Income Fund and Schroder Fixed
Income Fund), and Schroder Investment Management North America, Inc. dated as of
December 9, 2003 (see Note 12).

     (iii) Management Contract between the Trust, on behalf of 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, and Schroder Investment Management North America, Inc. (see
Note 16).

     (iv) Investment Subadvisory Agreement between the Trust, on behalf of
Schroder Global Equity Yield Fund, Schroder Global Opportunities Fund, Schroder
Emerging Market Equity Fund, and Schroder Strategic Bond Fund, Schroder
Investment Management North America, Inc., and Schroder Investment Management
North America Ltd. (see Note 17).

     (v) Form of Management Contract between the Trust, on behalf of Schroder
International Diversified Value Fund, and Schroder Investment Management North
America, Inc. to be filed by amendment.

     (vi) Form of Investment Subadvisory Agreement between the Trust, on behalf
of Schroder International Diversified Value Fund, Schroder Investment Management
North America, Inc., and Schroder Investment Management North America Ltd. to be
filed by amendment.

(e)  Distribution Agreement dated September 15, 1999 (see Note 3).

(f)  Not applicable.

(g)

     (i) Global Custody Agreement between the Trust and The Chase Manhattan Bank
dated as of November 5, 2001 ("Global Custody Agreement") (see Note 5).

     (ii) Amendment to Custody Agreement between the Trust and JPMorgan Chase
Bank, NA (formerly, The Chase Manhattan Bank) dated October 26, 2005 (see Note
15).

     (iii) Form of Third Amended and Restated Exhibit B to Global Custody
Agreement between the Trust and JPMorgan Chase Bank, NA (see Note 15).




     (iv) Form of Fourth Amended and Restated Exhibit B to Global Custody
Agreement between the Trust and JPMorgan Chase Bank, NA relating to Schroder
International Diversified Value Fund to be filed by amendment.

(h)

     (i) Transfer Agent and Service Agreement (see Note 1).

     (ii) Form of Delegation Amendment to Transfer Agent and Service Agreement
dated as of July 24, 2002 (see Note 6).

     (iii) Amendment to Transfer Agent and Service Agreement relating to
Schroder Municipal Bond Fund and Schroder Short-Term Municipal Bond Fund, dated
December 31, 2003 (see Note 12).

     (iv) Form of Letter to State Street Bank and Trust, as Transfer Agent,
relating to Schroder Enhanced Income Fund (see Note 10).

     (v) Form of Letter to State Street Bank and Trust, as Transfer Agent,
relating to Schroder Total Return Fixed Income Fund (formerly, Schroder U.S.
Core Fixed Income Fund and Schroder Fixed Income Fund) (see Note 11).

     (vi) Form of Amendment to Transfer Agent and Service Agreement between
State Street Bank and Trust Company and the Trust dated September 1, 2005 (see
Note 15).

     (vii) Form of Letter to State Street Bank and Trust, as Transfer Agent,
relating to 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 (see Note 15).

     (viii) Administration and Accounting Agreement among the Trust, Schroder
Fund Advisors Inc. and SEI Investments Global Fund Services dated as of October
8, 2001 ("SEI Administration Agreement") (see Note 5).

     (ix) Form of Amendment No. 1 to the SEI Administration Agreement (see Note
8).

     (x) Form of Amendment No. 2 to the SEI Administration Agreement relating to
Schroder Municipal Bond Fund and Schroder Short-Term Municipal Bond Fund (see
Note 12).

     (xi) Form of Amendment No. 4 to the SEI Administration Agreement relating
to Schroder Global Equity Yield Fund, Schroder Global Opportunities Fund,
Schroder Emerging Market Equity Fund, and Schroder Strategic Bond Fund (see Note
16).

     (xii) Expense Limitation Agreement between Schroder Investment Management
North America Inc. and the Trust relating to Schroder Emerging Market Equity
Fund, Schroder U.S. Small and Mid Cap Opportunities Fund, and Schroder Strategic
Bond Fund (see Note 17).

     (xiii) Expense Limitation Agreement between Schroder Investment Management
North America Inc. and the Trust relating to the Schroder Enhanced Income Fund,
Schroder U.S. Core Fixed Income Fund, Schroder Municipal Bond Fund, and Schroder
Short-Term Municipal Bond Fund (see Note 16).

     (xiv) Expense Limitation Agreement between Schroder Investment Management
North America Inc. and the Trust relating to Schroder Total Return Fixed Income
Fund (formerly, Schroder U.S. Core Fixed Income Fund and Schroder Fixed Income
Fund) (see Note 18).

     (xv) Form of Letter to State Street Bank and Trust, as Transfer Agent,
relating to Schroder International Diversified Value Fund to be filed by
amendment.




     (xvi) Form of Amendment No. 5 to the SEI Administration Agreement relating
to Schroder International Diversified Value Fund to be filed by amendment.

     (xvii) Expense Limitation Agreement between Schroder Investment Management
North America Inc. and the Trust relating to the Schroder International
Diversified Value Fund to be filed by amendment.

(i)

     (i) Opinion of Ropes & Gray (see Note 3).

     (ii) Opinion of Ropes & Gray LLP relating to Schroder Municipal Bond Fund,
Schroder Short-Term Municipal Bond Fund and Schroder Total Return Fixed Income
Fund (formerly, Schroder U.S. Core Fixed Income Fund and Schroder Fixed Income
Fund) (see Note 8).

     (iii) Opinion of Ropes & Gray LLP relating to Schroder Enhanced Income Fund
(see Note 10).

     (iv) Opinion of Ropes & Gray LLP relating to 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 (see Note 15).

     (v) Opinion of Ropes & Gray LLP relating to Schroder International
Diversified Value Fund to be filed by amendment.

(j)  Not applicable.

(k)  Not applicable.

(l)  Initial Capital Agreement (see Note 1).

(m)

     (i) Form of Distribution Plan and Agreement for Advisor Shares (see Note
8).

     (ii) Distribution Plan and Agreement for Advisor Shares of Schroder
Enhanced Income Fund (see Note 10).

     (iii) Distribution Plan and Agreement for Advisor Shares of Schroder
Municipal Bond Fund, Schroder Short-Term Municipal Bond Fund, and Schroder Total
Return Fixed Income Fund (formerly, Schroder U.S. Core Fixed Income Fund and
Schroder Fixed Income Fund) (see Note 16).

     (iv) Form of Distribution Plan and Agreement for Advisor Shares of 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 (see Note 16).

     (v) Form of Distribution Plan and Agreement for Advisor Shares of Schroder
International Diversified Value Fund to be filed by amendment.

(n)

     (i) Form of Second Amended and Restated Multiclass (Rule 18f-3) Plan (see
Note 15).

     (ii) Form of Third Amended and Restated Multiclass (Rule 18f-3) Plan to be
filed by amendment.

(o)  Reserved.

(p)




     (i) Code of Ethics for Schroders and Schroder Fund Advisors Inc. (see Note
13).

     (ii) Code of Ethics of the Trust (see Note 13).

     (iii) Code of Ethics of SIMNA Ltd. (see Note 15).

(q)

     (i) Power of Attorney for David A. Dinkins, John I. Howell, Peter S.
Knight, Alan M. Mandel, Catherine A. Mazza, William L. Means, Clarence F.
Michalis, and Hermann C. Schwab (see Note 4).

     (ii) Power of Attorney for Peter E. Guernsey (see Note 3).

     (iii) Power of Attorney for Peter L. Clark (see Note 7).

     (iv) Power of Attorney for James D. Vaughn (see Note 8).

Notes:

1. Exhibit incorporated by reference to Post-Effective Amendment No. 11 to the
Trust's Registration Statement on Form N-1A filed via EDGAR on February 25,
1999, accession number 0000950135-97-000990.

2. Exhibit incorporated by reference to Post-Effective Amendment No. 5 to the
Trust's Registration Statement on Form N-1A filed via EDGAR on April 14, 1997,
accession number 0000950135-97-012780.

3. Exhibit incorporated by reference to Post-Effective Amendment No. 12 to the
Trust's Registration Statement on Form N-1A filed via EDGAR on February 29,
2000, accession number 0000912057-009075.

4. Exhibit incorporated by reference to Post-Effective Amendment No. 14 to the
Trust's Registration Statement on Form N-1A filed via EDGAR on February 28,
2001, accession number 0000912057-01-006924.

5. Exhibit incorporated by reference to Post-Effective Amendment No. 15 to the
Trust's Registration Statement on Form N-1A filed via EDGAR on January 29, 2002,
accession number 0000950136-02-000240.

6. Exhibit incorporated by reference to Post-Effective Amendment No. 16 to the
Trust's Registration Statement on Form N-1A filed via EDGAR on February 28,
2003, accession number 0000950136-03-000458.

7. Exhibit incorporated by reference to Post-Effective Amendment No. 17 to the
Trust's Registration Statement on Form N-1A filed via EDGAR on October 17, 2003,
accession number 0000950136-03-002563.

8. Exhibit incorporated by reference to Post-Effective Amendment No. 18 to the
Trust's Registration Statement on Form N-1A filed via EDGAR on December 31,
2003, accession number 0000950136-03-003240.

9. Exhibit incorporated by reference to Post-Effective Amendment No. 19 to the
Trust's Registration Statement on Form N-1A filed via EDGAR on February 27,
2004, accession number 0000950136-04-000603.




10. Exhibit incorporated by reference to Post-Effective Amendment No. 20 to the
Trust's Registration Statement on Form N-1A filed via EDGAR on October 13, 2004,
accession number 0000950136-04-003374.

11. Exhibit incorporated by reference to Post-Effective Amendment No. 22 to the
Trust's Registration Statement on Form N-1A filed via EDGAR on October 29, 2004,
accession number 0000950136-04-003635.

12. Exhibit incorporated by reference to Post-Effective Amendment No. 23 to the
Trust's Registration Statement on Form N-1A filed via EDGAR on December 22,
2004, accession number 0000950136-04-004510.

13. Exhibit incorporated by reference to Post-Effective Amendment No. 24 to the
Trust's Registration Statement on Form N-1A filed via EDGAR on February 25,
2005, accession number 0000950136-05-001049.

14. Exhibit incorporated by reference to Post-Effective Amendment No. 25 to the
Trust's Registration Statement on Form N-1A filed via EDGAR on April 20, 2005,
accession number 0000950136-05-002183.

15. Exhibit incorporated by reference to Post-Effective Amendment No. 26 to the
Trust's Registration Statement on Form N-1A filed via EDGAR on January 11, 2006,
accession number 0000950136-06-000150.

16. Exhibit incorporated by reference to Post-Effective Amendment No. 27 to the
Trust's Registration Statement on Form N-1A filed via EDGAR on February 28,
2006, accession number 0000950136-06-001487.

17. Exhibit incorporated by reference to Post-Effective Amendment No. 28 to the
Trust's Registration Statement on Form N-1A filed via EDGAR on March 30, 2006,
accession number 0000950136-06-002515.

18. Exhibit incorporated by reference to Post-Effective Amendment No. 31 to the
Trust's Registration Statement on Form N-1A filed via EDGAR on July 21, 2006,
accession number 0000950136-06-005905.


ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE FUNDS

None.

ITEM 25. INDEMNIFICATION

Article VIII of the Registrant's Agreement and Declaration of Trust provides as
follows:

SECTION 1. The Trust shall indemnify each of its Trustees and officers
(including persons who serve at the Trust's request as directors, officers or
trustees of another organization in which the Trust has any interest as a
shareholder, creditor or otherwise) (hereinafter referred to as a "Covered
Person") against all liabilities and expenses, including but not limited to
amounts paid in satisfaction of judgments, in compromise or as fines and
penalties, and counsel fees reasonably incurred by any Covered Person in
connection with the defense or disposition of any action, suit or other
proceeding, whether civil or criminal, before any court or administrative or
legislative body, in which such Covered Person may be or may have been involved
as a party or otherwise or with which such Covered Person may be or may have
been threatened, while in office or thereafter, by reason of being or having
been such a Covered Person except with respect to any matter as to which such
covered Person shall have been finally adjudicated in any such action, suit or
other proceeding (a) not to have acted in good faith in the reasonable belief
that such Covered Person's action was in the best interests of the Trust or (b)
to be liable to the Trust or it's Shareholders by reason of willful misfeasance,
bad faith, gross negligence or reckless disregard of the



duties involved in the conduct of such Covered Person's office. Expenses,
including counsel fees so incurred by any such Covered Person (but excluding
amounts paid in satisfaction of judgments, in compromise or as fines or
penalties), shall be paid from time to time by the Trust in advance of the final
disposition of any such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such Covered Person to repay amounts so paid to
the Trust if it is ultimately determined that indemnification of such expenses
is not authorized under this Article, provided, however, that either (a) such
Covered Person shall have provided appropriate security for such undertaking,
(b) the Trust shall be insured against losses arising from any such advance
payments or (c) either a majority of the disinterested Trustees acting on the
matter (provided that a majority of the disinterested Trustees' then in office
act on the matter), or independent legal counsel in a written opinion, shall
have determined, based upon a review of readily available facts (as opposed to a
full trial type inquiry), that there is reason to believe that such Covered
Person will be found entitled to indemnification under this Article.

SECTION 2. As to any matter disposed of (whether by a compromise payment,
pursuant to a consent decree or otherwise) without an adjudication by a court,
or by any other body before which the proceeding was brought, that such Covered
Person either (a) did not act in good faith in the reasonable belief that his or
her action was in the best interests of the Trust or (b) is liable to the Trust
or its Shareholders by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his or
her office, indemnification shall be provided if (a) approved as in the best
interests of the Trust, after notice that it involves such indemnification, by
at least a majority of the disinterested Trustees acting on the matter (provided
that a majority of the disinterested Trustees then in office act on the matter)
upon a determination, based upon a review of readily available facts (as opposed
to a full trial type inquiry) that such Covered Person acted in good faith in
the reasonable belief that his or her action was in the best interests of the
Trust and is not liable to the Trust or its Shareholders by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his or her office, or (b) there has been obtained an
opinion in writing of independent legal counsel, based upon a review of readily
available facts as opposed to a full trial type inquiry), to the effect that
such Covered Person appears to have acted in good faith in the reasonable belief
that his or her action was in the best interests of the Trust and that such
indemnification would not protect such Covered Person against any liability to
the Trust to which he or she would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his or her office. Any approval pursuant to this
Section shall not prevent the recovery, from any Covered Person of any amount
paid to such Covered Person in accordance with this Section as indemnification
if such Covered Person is subsequently adjudicated by a court of competent
jurisdiction not to have acted in good faith in the reasonable belief that such
Covered Person's action was in the best interests of the Trust or to have been
liable to the Trust of its Shareholders by reason of willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved in the
conduct of such Covered Person's Office.

SECTION 3. The right of indemnification hereby provided shall not be exclusive
of or affect any other rights to which such Covered Person may be entitled. As
used in this Article VIII, the term "Covered Person" shall include such person's
heirs, executors and administrators, and a "disinterested Trustee" is a Trustee
who is not an "interested person" of the Trust as defined in Section 2(a)(19) of
the 1940 Act (or who has been exempted from being an "interested person" by any
rule, regulation or order of the Securities and Exchange Commission) and against
whom none of such actions, suits or other proceedings or another action, suit or
other proceeding on the same or similar grounds is then or has been pending.

Nothing contained in this Article shall affect any rights to indemnification to
which personnel of the Trust, other than Trustees or officers, and other persons
may be entitled by contract or otherwise under law, nor the power of the Trust
to purchase and maintain liability insurance on behalf of any such person.

                                   ----------

Article 12 of the Registrant's Amended Bylaws provides as follows:



12.1 EFFECT OF AUDIT COMMITTEE FINANCIAL EXPERT DESIGNATION. The conduct of a
Trustee shall be evaluated solely by reference to a hypothetical reasonable
person, without regard to any special expertise, knowledge or other
qualifications of the Trustee. In particular, and without limiting the
generality of the foregoing, neither the determination that a Trustee is an
"audit committee financial expert" nor the knowledge, experience or other
qualifications underlying such a determination shall result in that Trustee
being held to a standard of care that is higher than the standard that would be
applicable in the absence of such a determination or such knowledge, experience
or qualification, nor shall such a determination or such knowledge, experience
or other qualification impose any duties, obligations or liabilities that are
greater than would obtain in the absence of such a determination or such
knowledge, experience or qualification. Any determination of whether a Trustee
has complied with any applicable standard of care, including without limitation
any standard of care set out in any constituent document of the Trust, and any
determination of whether a Trustee shall be entitled to indemnification pursuant
to any provision of the Declaration of Trust or these Bylaws, shall be made in
light of and based upon the provisions of this paragraph, and any person serving
as Trustee, whether at the date of adoption of this paragraph as a Bylaw or
thereafter, shall be presumed conclusively to have done so in reliance on this
paragraph. No amendment or removal of this paragraph shall be effective in
respect of any period prior to such amendment or removal.

12.2. MANDATORY INDEMNIFICATION OF TRUSTEES. The Trust shall to the fullest
extent legally permissible indemnify each person who is or was a Trustee against
all liabilities, costs and expenses reasonably incurred by such person in
connection with or resulting from any action, suit or proceeding, whether civil,
criminal, administrative or investigative, brought by any governmental or
self-regulatory authority, including without limitation any formal or informal
investigation into possible violations of law or regulation initiated by any
governmental body or self-regulatory authority, in which such person may be or
may have been involved as a party or otherwise or with which he may be or may
have been threatened, while in office or thereafter, by reason of he or she
having been a Trustee, or by reason of any action taken or not taken in such
capacity, except to the extent prohibited by the Declaration of Trust. Any
person serving as Trustee, whether at the date of adoption of this paragraph as
a Bylaw or thereafter, shall be presumed conclusively to have done so in
reliance on this paragraph. No amendment or removal of this paragraph shall be
effective in respect of any period prior to such amendment or removal or any
proceeding related to any period prior to such amendment or removal.

                                   ----------

Reference is made to the Distribution Agreement, filed herewith, which contains
provisions for the indemnification by Schroder Fund Advisors Inc. of the
Registrant and Trustees and officers of the Registrant under certain
circumstances. Insofar as indemnification for liability arising under the
Securities Act of 1933 may be permitted to Trustees and officers of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a Trustee or officer of the Registrant in the successful defense of
any action, suit, or proceeding) is asserted by such Trustee or officer in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

The directors and officers of the Registrant's investment adviser, Schroder
Investment Management North America Inc. ("Schroders"), have been engaged during
the past two fiscal years in no business, vocation, or employment of a
substantial nature other than as directors, officers, or employees of the
investment adviser or certain of its corporate affiliates, except the following,
whose principal occupations



during that period, other than as directors or officers of the investment
adviser or certain of its corporate affiliates, are as follows: Christopher
Cook, Senior Vice President of Schroders, who was formerly an SR Institutional
Account Executive at Strong Capital Management; Anthony Williams, Senior Vice
President of Schroders, who was formerly Vice President and Institutional Sales
Manager at AmSouth Asset Management, prior to that Relationship Manager at
Dresdner RCM Global Investors; John Eric Nelson, Senior Vice President of
Schroders, who was formerly a Managing Director at Merrill Lynch Investment
Managers; John Harrington, Senior Vice President of Schroders, who was formerly
a Product Manager and Portfolio Manager at Wellington Management; Virginie
Maisonneuve, Director of Schroders, who was formerly a Director and Co-Chief
Investment Officer at Clay Finlay; Steven Johnson, Executive Vice President of
Schroders, who was formerly Director of North American Business at Marathon
Asset Management; Robert Formisano, Senior Vice President of Schroders, who was
formerly Director of Sales and Client Service at West AM; Allan Conway,
Executive Vice President of Schroders, who was formerly Head of Global Emerging
Markets for West LB Asset Management; E. Ross Servick, Senior Vice President of
Schroders, who was formerly Senior Vice President at Managers Investment Group;
and William MacCarter Sims, Senior Vice President of Schroders, who was formerly
a Managing Director of Specialty Distribution at Columbia Management Group..

The address of Schroders and Schroder Fund Advisors Inc. is 875 Third Avenue,
22nd Floor, New York, NY 10022. The addresses of certain corporate affiliates of
Schroders are as follows: Schroder Investment Management North America Limited,
Schroder Ltd., and Schroders plc. are located at 31 Gresham St., London EC2V
7QA, United Kingdom. Each of Schroder Investment Management Limited, Schroder
Investment Management (UK) Limited, Schroder Investment Management (Europe),
Korea Schroder Fund Management Limited and Schroder Personal Investment
Management, is located at 33 Gutter Lane, London EC2V 8AS United Kingdom.
Schroder Investment Management (Singapore) Limited is located at #47-01 OCBC
Centre, Singapore. Schroder Investment Management (Hong Kong) Limited is located
at 8 Connaight Place, Hong Kong. Schroder Investment Management (Australasia)
Limited is located at 225 George Place, Sydney, Australia. PT Schroder
Investment Management Indonesia is located at Lippo Plaza Bldg., 25 Jakarta,
12820. Schroders (C.I.) Limited is located at St. Peter Port, Guernsey, Channel
Islands, GY1 3UF. Schroder Properties Limited is located at Senator House, 85
Queen Victoria Street, London EC4V 4EJ, United Kingdom.

ITEM 27. PRINCIPAL UNDERWRITERS



(a) Schroder Fund Advisors Inc. currently acts as the principal underwriter for
each series of Registrant, each series of Schroder Capital Funds (Delaware) and
each series of Schroder Global Series Trust.

(b) The directors and officers of the Registrant's principal underwriter are as
follows:


----------------------------------------------------------------------------------------------------------------------
Name and Principal Business Address*     Position and Office with Underwriter   Position and Office with the Trust
----------------------------------------------------------------------------------------------------------------------

Catherine A. Mazza                       Director and President                 None
----------------------------------------------------------------------------------------------------------------------
Mark A. Hemenetz                         Director and Chairman                  President and Principal Executive
                                                                                Officer
----------------------------------------------------------------------------------------------------------------------
Alan M. Mandel                           Director, Treasurer, Chief Operating   Treasurer, Principal Financial and
                                         Officer                                Accounting Officer
----------------------------------------------------------------------------------------------------------------------
Mark J. Smith                            Director and Senior Vice President     None
----------------------------------------------------------------------------------------------------------------------
Carin F. Muhlbaum                        Director, Senior Vice President,       Vice President and Clerk
                                         Secretary and  General Counsel
----------------------------------------------------------------------------------------------------------------------
Steven N. Johnson                        Director and Chief Compliance Officer  None
----------------------------------------------------------------------------------------------------------------------
Stephen DeTore                           Director and Senior Vice President     Chief Compliance Officer
----------------------------------------------------------------------------------------------------------------------
Angel Lanier                             Assistant Vice President               Assistant Secretary
----------------------------------------------------------------------------------------------------------------------




* The principal business address of each individual listed above is 875 Third
Avenue, 22nd Floor, New York, New York 10022, except for Mark J. Smith, whose
business address is 31 Gresham St., London EC2V 7QA, United Kingdom.

     (c)  Not applicable.

ITEM 28. LOCATION OF ACCOUNTS AND RECORDS

Persons maintaining physical possession of accounts, books, and other documents
required to be maintained by Section 31(a) of the Investment Company Act of 1940
and the Rules promulgated thereunder are Registrant's Clerk, Carin F. Muhlbaum;
Registrant's investment adviser, Schroder Investment Management North America
Inc.; Registrant's custodian, J.P. Morgan Chase Bank; and Registrant's transfer
agent and registrar, Boston Financial Data Services, Inc. The address of the
clerk and investment adviser is 875 Third Avenue, 22nd Floor, New York, New York
10022.

The address of the custodian is 270 Park Avenue, New York, New York 10017. The
address of the transfer agent and registrar is Two Heritage Drive, Quincy,
Massachusetts 02171.

ITEM 29. MANAGEMENT SERVICES

None.

ITEM 30. UNDERTAKINGS

(a) The Registrant undertakes to furnish each person to whom a prospectus is
delivered with a copy of the Registrant's latest annual report to shareholders
upon request and without charge.

(b) The Registrant undertakes, if requested to do so by the holders of at least
10% of the Registrant's outstanding shares of beneficial interest, to call a
meeting of shareholders for the purpose of voting upon the question of removal
of a Trustee or Trustees and to assist, in communications with other
shareholders as required by Section 16(c) of the Investment Company Act of 1940.

NOTICE

A copy of the Agreement and Declaration of Trust of Schroder Series 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
Registrant by an officer of the Registrant as an officer and not individually
and that the obligations of or arising out of this instrument are not binding
upon any of the Trustees, officers, or shareholders individually but are binding
only upon the assets and property of the Registrant.





                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, and the
Investment Company Act of 1940, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized, in the City of New York and the State of New York, on this 24th of
August, 2006.

SCHRODER SERIES TRUST


By: /s/ Mark A. Hemenetz
    --------------------
Name: Mark A. Hemenetz
Title: President and Principal Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment to the Registration Statement has been signed below by the following
persons in the capacities indicated on August 24, 2006.

Principal Executive Officer


By: /s/ Mark A. Hemenetz
    --------------------
Name: Mark A. Hemenetz
Title: President and Principal Executive Officer

Principal Financial and Accounting Officer


By: /s/ Alan M. Mandel
    ------------------
Name: Alan M. Mandel
Title: Treasurer, Principal Financial and Accounting Officer

*Peter L. Clark, Trustee
*David N. Dinkins, Trustee
*Peter E. Guernsey, Trustee
*John I. Howell, Trustee
*Peter S. Knight, Trustee
*William L. Means, Trustee
*Clarence F. Michalis, Trustee
*Hermann C. Schwab, Trustee
*James D. Vaughn, Trustee


By: /s/ Alan M. Mandel
    ------------------
    Alan M. Mandel Attorney-in-Fact*

*Pursuant to powers of attorney previously filed as exhibits to this
Registration Statement.







EXHIBIT INDEX

None.