Schroder Investment Management North America Inc.
875 Third Avenue, New York, NY 10022-6225

February 28, 2007

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

Re: Fee Waivers and Expense Reimbursements

Dear Ladies and Gentlemen:

This is to inform you that we hereby agree, from August 31, 2007 until February
28, 2008, to reduce the compensation we are entitled to receive as investment
adviser of Schroder International Diversified Value Fund and Schroder Total
Return Fixed Income Fund (and, if necessary, to pay other Fund expenses) to the
extent that a Fund's total operating expenses (other than interest, taxes, and
extraordinary expenses) attributable to its Investor Shares and Advisor Shares,
but, for the avoidance of doubt, excluding any expenses incurred indirectly in
connection with investments in other entities, exceed the following annual rates
(based on the average net assets on each Fund taken separately):

SCHRODER SERIES TRUST

                                          Investor Shares   Advisor Shares
                                          ---------------   --------------

Schroder International Diversified               1.25%            1.50%
Value Fund

Schroder Total Return Fixed Income Fund          0.40%            0.65%



Sincerely,

Schroder Investment Management
North America Inc.


By: /s/ Mark A. Hemenetz
    -------------------------------------
Name:   Mark A. Hemenetz
Title:  Executive Vice President