SCHRODER SERIES TRUST II
N-8A, 1997-12-22
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-8A

                 NOTIFICATION OF REGISTRATION FILED PURSUANT TO
               SECTION 8(A) OF THE INVESTMENT COMPANY ACT OF 1940


         The undersigned  investment  company hereby notifies the Securities and
Exchange  Commission  that it registers  under and pursuant to the provisions of
Section 8(a) of the Investment  Company Act of 1940 and in connection  with such
notification of registration submits the following information:
               --------------------------------------------------

                            SCHRODER SERIES TRUST II
             (Exact Name of Registrant as Specified in its Charter)

                   Two Portland Square, Portland, Maine 04101
                     (Address of Principal Business Office)

        Registrant's Telephone Number, including Area Code: 207-879-1900
               --------------------------------------------------

                           Catherine S. Wooledge, Esq.
                         Forum Financial Services, Inc.
                   Two Portland Square, Portland, Maine 04101
               (Name and Address of Agent for Service of Process)
               --------------------------------------------------

         Registrant is filing a Registration  Statement pursuant to Section 8(b)
of the Investment Company Act of 1940 concurrently with the filing of Form N-8A:
YES [ X ] NO [ ].


                                   SIGNATURES

         Pursuant to the requirements of the Investment Company Act of 1940, the
Registrant has caused this notification of registration to be duly signed on its
behalf  in the  City of New  York  and the  State of New York on the 19th day of
December, 1997.

                                                        SCHRODER SERIES TRUST II


                                                          BY:  /S/LOUISE CROSET
                                                                President

Attest:  /S/CATHERINE A. MAZZA
              Vice President



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