485BPOS 1 file1.htm

As filed with the Securities and Exchange Commission on August 29, 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. 33 [X]

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

Amendment No. 35 [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 pursuant [X] On August 30, 2006 pursuant to
to paragraph (b) paragraph (b)
[_] 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 Total Return Fixed
Income 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.

[SCHRODERS LOGO OMITTED]
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PROSPECTUS

AUGUST 30, 2006

SCHRODER TOTAL RETURN FIXED INCOME FUND

Investor Shares

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

SCHRODER TOTAL RETURN FIXED INCOME FUND seeks a high level of total return
by investing in a portfolio of fixed income obligations. The Fund intends
to maintain a dollar-weighted average portfolio duration of three to six
years.

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 TOTAL RETURN FIXED INCOME FUND..............................1

FEES AND EXPENSES.............................................................6

PRINCIPAL RISKS OF INVESTING IN THE FUND......................................7

NON-PRINCIPAL INVESTMENT STRATEGIES AND TECHNIQUES...........................12

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

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

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

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

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

DIVIDENDS AND DISTRIBUTIONS..................................................20

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

PAYMENT OF FEES..............................................................21

TAXES........................................................................21

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

FINANCIAL HIGHLIGHTS.........................................................23

USA PATRIOT ACT..............................................................24

SUMMARY INFORMATION

This summary identifies the investment objectives, principal investment
strategies, and principal risks of Schroder Total Return Fixed Income Fund
(formerly, Schroder U.S. Core Fixed Income Fund) (the "Fund").

SCHRODER TOTAL RETURN FIXED INCOME FUND

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

o PRINCIPAL INVESTMENT STRATEGIES. The Fund normally invests at least 80% of
its net assets in fixed income obligations. (This policy is non-fundamental
and may be changed by the Trustees, without a vote of the shareholders of
the Fund, upon at least 60 days' prior written notice to shareholders). In
making investments for the Fund, the adviser seeks to invest the Fund's
assets in a portfolio of securities that offer high total return - from
current income, increases in market values of the Fund's investments, or
both. The adviser currently considers fixed income obligations to include:

o securities issued or guaranteed by the U.S. Government or its agencies
or instrumentalities;
o debt securities of domestic or foreign corporations;
o mortgage-backed and other asset-backed securities;
o taxable and tax-exempt municipal bonds;
o obligations of international agencies or supranational entities;
o debt securities convertible into equity securities;
o inflation-indexed bonds;
o structured notes, including hybrid or "indexed" securities,
event-linked bonds, and loan participations;
o delayed funding loans and revolving credit facilities; and
o short-term investments, such as repurchase agreements, bank
certificates of deposit, fixed time deposits, and bankers'
acceptances.

The Fund may invest in securities of companies located in a variety of countries
outside the United States, including obligations of non-U.S. governmental
issuers or of private issuers located in any country outside the United States,
including emerging market countries. The Fund will normally invest no more than
20% of its total assets in securities that are not denominated in the U.S.
dollar.

The Fund's adviser currently expects that a substantial portion of the Fund's
assets will be invested in mortgage-backed and asset-backed securities.

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 adviser has determined the
securities to be of comparable quality. The Fund may invest up to 20% of the
Fund's total assets in securities rated below "investment grade" (or, if
unrated, determined by the Fund's adviser to be of comparable quality),
sometimes referred to as "junk bonds", 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. If more than one nationally recognized
statistical rating organization has rated a security, the adviser will consider
the highest rating for the purposes of determining whether the security is
"investment grade."

Fixed income securities in which the Fund invests may include securities that
pay interest at fixed rates or at floating or variable rates; payments of
principal or interest may be made at fixed intervals or only at

maturity or upon the occurrence of stated events or contingencies. The Fund may
also invest in zero-coupon securities.

The Fund may enter into interest rate futures and options, interest rate swap
agreements and credit default swaps. (A derivative instrument will be considered
to be a fixed income security if it is itself a fixed income security or, in the
adviser's judgment, it may provide an investment return comparable to the return
that might be provided by a fixed income security.) The Fund may use these
"derivatives" strategies for hedging purposes. The Fund may also use derivatives
to gain exposure to securities or market sectors as a substitute for cash
investments (not for leverage) or pending the sale of securities by the Fund and
reinvestment of the proceeds. For example, the Fund may enter into a so-called
credit default swap with respect to one or more fixed income securities to take
advantage of increases or decreases in the values of those securities without
actually purchasing or selling the securities. The Fund may also seek to obtain
market exposure to the securities in which it may invest by entering into
forward contracts or similar arrangements to purchase those securities in the
future. Any use of derivatives strategies entails the risks of investing
directly in the securities or instruments underlying the derivatives strategies,
as well as the risks of using derivatives generally, described in this
Prospectus and in the Fund's Statement of Additional Information ("SAI").

The Fund intends to maintain a dollar weighted average portfolio duration of
three to six years. 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.

The Fund may, but is not required to, enter into foreign currency exchange
transactions, for hedging purposes or to adjust the exposure of the Fund to
changes in the values of various foreign currencies.

In managing the Fund, the Fund's adviser generally relies on detailed
proprietary research. The adviser focuses on the sectors and securities it
believes are undervalued relative to the market.

The Fund's adviser will trade the Fund's portfolio securities actively. In
selecting individual securities for investment, the Fund's adviser typically:

o uses in-depth fundamental research to identify sectors and securities
for investment by the Fund and to analyze risk;

o exploits inefficiencies in the valuation of risk and reward;

o looks to capitalize on rapidly shifting market risks and dynamics
caused by economic and technical factors; and

o considers the liquidity of securities and the portfolio overall as an
important factor in portfolio construction.

The Fund generally sells securities in order to take advantage of investments in
other securities offering what the adviser believes is the potential for more
attractive current income or capital gain or both.

o PRINCIPAL RISKS.

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

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 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 value of
the Fund's investments may decline as inflation reduces the value of money.
Deflation risk is the risk that prices throughout the economy may decline
over time, which may have an adverse effect on the creditworthiness of
issuers in whose securities the Fund invests.

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 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 CURRENCY 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 EMERGING MARKETS 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 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 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 adviser currently
expects that the portfolio turnover rate for the Fund's current fiscal year
will be approximately 400%.

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 MANAGEMENT RISK. Because the Fund is actively managed, its investment
return depends on the ability of its adviser to manage its portfolio
successfully. The Fund's 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.

Performance Information.

The summary for the Fund includes a bar chart that shows the investment returns
of the Fund's Investor Shares for each of its full calendar years since the Fund
commenced operations. The table following the bar chart shows how the Fund's
average annual returns for the last year and the life of the Fund compare to a
broad-based securities market index. The bar chart and table provide some
indication of the risks of investing in the Fund by comparing the Fund's
performance to a broad measure of market performance.

[GRAPHIC OMITTED]

3.08%
2005

During the period shown above, the highest quarterly return was 3.20% for the
quarter ended June 30, 2005, and the lowest was -0.82% for the quarter ended
September 30, 2005.

AVERAGE ANNUAL TOTAL RETURNS One Year
(FOR THE PERIOD ENDED DECEMBER 31, 2005) (Life of Fund)
---------------------------------------------------- --------------
Return Before Taxes 3.08%
Return After Taxes on Distributions (1) 1.60%
Return After Taxes on Distributions and Sale of 1.99%
Fund Shares (1)

Lehman US Aggregate Bond Index (2) (reflects no 2.43%
deduction for fees, expenses or taxes)

(1) After tax returns are estimated using the highest historical
individual federal margin income tax rates and do not reflect the
impact of state and local taxes. Actual after-tax returns depend on an
investor's tax situation and may differ from those shown. After-tax
returns are not relevant to investors who hold their shares in the
Fund through tax-deferred arrangements, such as 401(k) plans or
individual retirement accounts. In some cases, the return after taxes
may exceed the return before taxes due to an assumed tax benefit from
any losses on a sale of Fund shares at the end of the measurement
period.

(2) The Lehman US Aggregate Bond Index is a widely used measure of
short-term debt returns. It is not managed.

PAST PERFORMANCE (BEFORE AND AFTER TAXES) IS NOT NECESSARILY AN INDICATION OF
FUTURE PERFORMANCE. It is possible to lose money on an investment in the Fund.

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

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 objectives and policies may be
changed by the Trustees without a vote of the shareholders.

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
EXCHANGE FEE NONE

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

SCHRODER TOTAL RETURN FIXED INCOME
FUND
------------------------------------ -----------------------------------
Management Fees (1) 0.25%
Distribution None
(12b-1) Fees
Other Expenses 2.80%
Total Annual Fund Operating Expenses 3.05%
Less: Fee Waiver and Expense
Limitation (2) (2.65)%
Net Expenses(2) 0.40%

(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) The "Net Expenses" shown for the Fund reflect the effect of a
contractually imposed fee waiver and/or expense limitation, in effect
until August 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) until
August 30, 2007 to the extent that the Total Annual Fund Operating
Expenses of the Fund (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) allocable to its Investor Shares exceed
the following annual rate (based on the average daily net assets
attributable to the Fund's Investor Shares): 0.40%. Net expenses of
the Fund's Investor Shares may be higher than 0.40% to the extent the
Fund has such interest, tax, or extraordinary expenses. In the last
fiscal year the Fund had no such expenses and does not expect to incur
such expenses in the next 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 5 YEARS 10 YEARS
--------------------------------------- ------ ------- ------- --------
SCHRODER TOTAL RETURN FIXED INCOME FUND $41 $691 $1,368 $3,177

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.

The Fund invests principally in securities of "investment grade" at
the time of purchase, meaning either that a nationally recognized
statistical rating organization (for example, Moody's Investors
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 investment adviser has determined
the securities 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.

The value of a municipal bond depends on the ability and willingness
of its issuer to meet its obligations on the security. Changes in the
financial condition of an issuer, changes in specific economic or
political conditions that affect a particular type of security or
issuer, and changes in general economic or political conditions can
affect the credit quality or value of an issuer's securities. The
discontinuance of the taxation supporting a specific project or
specific assets or the inability to collect revenues from the project
or from the assets can negatively affect the municipal bonds backed by
current or anticipated revenues from the project or assets. If the
Internal Revenue Service or a state tax authority determines an issuer
of a municipal security has not complied with applicable tax
requirements, interest from the security could become taxable for
federal or state law purposes and the security's market value could
decline significantly.

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. 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. 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 were
investing in securities in the higher rating categories.

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 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 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 FOREIGN INVESTMENT RISK. The Fund may invest in foreign securities.
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.

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 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 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.

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.

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,
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 MANAGEMENT RISK. Because the Fund is actively managed, the Fund's
investment return depends on the ability of its adviser to manage its
portfolio successfully. The Fund's 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 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 adviser currently expects
that the portfolio turnover rate for the current fiscal year will be
approximately 400%. Consult your tax advisor regarding the Fund's
portfolio turnover rate on your investments.

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.

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 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
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
the 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.

o TEMPORARY DEFENSIVE STRATEGIES. At times, the Fund's 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 adviser may, but is not
required to, take temporary "defensive" positions that may be
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 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 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 fixed income obligations. An investment
by the Fund would not be considered to violate these limitations
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,
then the Fund's net asset value will decrease.

MANAGEMENT OF THE FUND

The Trust is governed by a Board of Trustees. The Board of Trustees of the Trust
has retained 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.

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 following annual
rate (based on the Fund's average daily net assets): 0.25%. A
discussion regarding the basis for the Trustees' approval of the
investment management agreement for the Fund is available in the
Fund's annual report to shareholders for the fiscal year ended October
31, 2005.

o EXPENSE LIMITATIONS AND WAIVERS. In order to limit the expenses of the
Fund's Investor Shares, Schroders has contractually agreed to reduce
its compensation (and, if necessary, to pay other Fund expenses) until
August 30, 2007 to the extent that the Total Annual Fund Operating
Expenses of the Fund (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) allocable to its Investor Shares
exceed the following annual rate (based on the average daily net
assets attributable to the Fund's Investor Shares): 0.40%.

o PORTFOLIO MANAGEMENT. The following portfolio managers at Schroders
have primary responsibility for making investment decisions for the
Fund. The 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 Total Return Steven S. Lear, Lead Portfolio Inception Mr. Lear is an Executive Vice
Fixed Income Fund CFA Manager (December 2004) President of Schroders. He has
been an employee of Schroders
since June 1998.
Schroder Total Return David Harris Portfolio Manager Inception Mr. Harris is a Senior Vice
Fixed Income Fund (December 2004) President of Schroders. He has
been an employee of Schroders
since November 1992.
Schroder Total Return Wesley A. Portfolio Manager Inception Mr. Sparks is a Senior Vice
Fixed Income Fund Sparks, CFA (December 2004) President of Schroders. He has
been an employee of Schroders
since December 2000. Formerly,
portfolio manager at Aeltus
Investment Management.
Schroder Total Return Gregg T. Moore, Portfolio Manager Inception Mr. Moore is a Vice President of
Fixed Income Fund CFA (December 2004) Schroders and has been an
employee of Schroders since June
2001. Formerly, quantitative
analyst at Aeltus Investment
Management.
Schroder Total Return Matthew J. Portfolio Manager Inception Mr. Murphy is a Vice President
Fixed Income Fund Murphy (December 2004) of Schroders. He has been an
employee of Schroders since July
2004. Formerly, Managing
Director at MONY Capital
Management from February 2002 to
July 2004.

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. 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 its 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.

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.

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 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.

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 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 the 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 applicable Fund(s), 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 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.

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. 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 daily and distributes
these dividends monthly. 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.

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 that 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 Fund 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. 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
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.

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.

FINANCIAL HIGHLIGHTS

The financial highlights below are intended to help you understand financial
performance of the Fund for the past five years or, if more recent, since its
inception. Certain information reflects financial results for a single Fund
share. The total returns represent the total return for an investment in
Investor Shares of the Fund, assuming reinvestment of all dividends and
distributions.

Financial highlights for the six months ended April 30, 2006 are unaudited. For
all periods through the fiscal year ended October 31, 2005 the financial
highlights have been audited by PricewaterhouseCoopers LLP, independent
registered public accountant to the Fund. The audited financial statements for
the Fund and the related independent registered public accountant's report are
contained in the Fund's Annual Report and the unaudited financial statements for
the Fund are contained in the Fund's Semi-Annual Report, and are incorporated by
reference into the Fund's SAI. Copies of the Annual and Semi-Annual Reports may
be obtained without charge by writing the Fund at P.O. Box 8507, Boston,
Massachusetts 02266, or by calling (800) 464-3108. The Fund's Annual and
Semi-Annual Reports are also available on the following website:
www.schroderfunds.com.

FINANCIAL HIGHLIGHTS
SELECTED PER SHARE DATA AND RATIOS FOR A SHARE OUTSTANDING
THROUGH THE PERIODS ENDED APRIL 30, 2006 (UNAUDITED) AND OCTOBER 31, 2005
---------------------------------------------------------------------------------------------------------------------------
NET REALIZED
AND
UNREALIZED DISTRIBUTIONS
GAINS FROM NET GAIN
(LOSSES) ON ON
NET ASSET NET INVESTMENTS DIVIDENDS INVESTMENTS
VALUE, INVESTMENT AND FOREIGN TOTAL FROM FROM NET AND FOREIGN DISTRIBUTIONS
BEGINNING INCOME CURRENCY INVESTMENT INVESTMENT CURRENCY FROM RETURN
OF PERIOD (LOSS) TRANSACTIONS OPERATIONS INCOME TRANSACTIONS OF CAPITAL
------------------- ------------ ------------ --------------- -------------- -------------- --------------- ---------------

TOTAL RETURN
FIXED INCOME FUND*
2006** $9.85 $0.23 $(0.15) $0.08 $(0.25) $(0.02) $ --
2005(a) $10.00 $0.30 $(0.15) $0.15 $(0.30) $ -- $ --

RATIO OF NET
RATIO OF RATIO OF INVESTMENT
EXPENSES TO EXPENSES TO INCOME (LOSS)
AVERAGE NET AVERAGE NET TO AVERAGE
ASSETS ASSETS NET ASSETS
(INCLUDING (EXCLUDING (INCLUDING
WAIVERS, WAIVERS, WAIVERS,
NET ASSET NET ASSETS, REIMBURSEMENTS REIMBURSEMENTS REIMBURSEMENTS
TOTAL VALUE, END TOTAL END OF PERIOD AND OFFSETS) AND OFFSETS) AND OFFSETS) PORTFOLIO
DISTRIBUTIONS OF PERIOD RETURN(A) (000) TURNOVER RATE
------------------- ------------ ------------ --------------- -------------- -------------- --------------- ---------------
$(0.27) $9.66 0.79% $ 20,519 0.40% 1.92% 4.80% 97%
$(0.30) $ 9.85 1.51% $ 9,138 0.40% 3.05% 3.61% 571%

* Schroder U.S. Core Fixed Income Fund was renamed Schroder Total Return
Fixed Income Fund effective May 15 2006.
** For the six months ended April 30, 2006 (unaudited). All ratios for the
period have been annualized, except for the Portfolio Turnover Rate.
(a) Commenced operations on December 31, 2004. All ratios for the period have
been annualized, except for the Portfolio Turnover Rate.
(A) Total returns would have been lower had certain Fund expenses not been
waived or reimbursed during the periods shown. Total return calculations
for a period of less than one year are not annualized.

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 a 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.

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

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 Total Return Fixed Income Fund

The Fund has a SAI and annual and semi-annual reports to shareholders which
contain additional information about the Fund. In the Fund's annual report, you
will find a discussion or the market conditions and investment strategies that
significantly affected the Fund's performance during its last fiscal year. The
SAIs and the financial statements included in the Fund's most recent annual and
semi-annual report to shareholders are incorporated by reference into this
Prospectus, which means they are part of this Prospectus for legal purposes. You
may get free copies of these materials, 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 and annual and semi-annual report
are 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 Commission 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 Commission's 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: 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

AUGUST 30, 2006

SCHRODER TOTAL RETURN FIXED INCOME FUND

Advisor Shares

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

SCHRODER SERIES TRUST

TABLE OF CONTENTS

PAGE
----

SUMMARY INFORMATION...........................................................1

SCHRODER TOTAL RETURN FIXED INCOME FUND..............................1

FEES AND EXPENSES.............................................................6

PRINCIPAL RISKS OF INVESTING IN THE FUND......................................7

NON-PRINCIPAL INVESTMENT STRATEGIES AND TECHNIQUES...........................12

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

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