<PAGE>
As filed with the Securities and Exchange Commission on June 12, 1997
Securities Act File No. 33-65632;
Investment Company Act File No. 811-7840
- --------------------------------------------------------------------------------
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------
FORM N-1A
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933 /X/
PRE-EFFECTIVE AMENDMENT NO. / /
POST-EFFECTIVE AMENDMENT NO. 7 /X/
AND/OR
REGISTRATION STATEMENT UNDER
INVESTMENT COMPANY ACT OF 1940 /X/
AMENDMENT NO. 9 /X/
(Check appropriate box or boxes)
------------------------------
SCHRODER SERIES TRUST
(Exact Name of Registrant as Specified in Charter)
787 Seventh Avenue, New York, New York 10019
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (212) 492-6000
----------
It is proposed that this filing will become effective (Check appropriate
box):
immediately upon filing pursuant to paragraph (b)
-----
X on June 13, 1997 pursuant to paragraph (b)
-----
60 days after filing pursuant to paragraph (a)(1)
-----
on (date) pursuant to paragraph (a)(1)
-----
75 days after filing pursuant to paragraph (a)(2)
-----
on (date) pursuant to paragraph (a)(2)
-----
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CATHERINE A. MAZZA
VICE PRESIDENT
SCHRODER SERIES TRUST
787 SEVENTH AVENUE
NEW YORK, NEW YORK 10019
(Name and Address of Agent for Service)
Copies to:
TIMOTHY W. DIGGINS, ESQ.
ROPES & GRAY
ONE INTERNATIONAL PLACE
BOSTON, MASSACHUSETTS 02110-2624
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
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The Registrant has registered an indefinite number or amount of securities under
the Securities Act of 1933, as amended, pursuant to Rule 24f-2 and filed a Rule
24f-2 notice for its fiscal year most recently ended on December 12, 1996.
<PAGE>
SCHRODER SERIES TRUST
CROSS REFERENCE SHEET
PART A
- ------
PROSPECTUS FOR INVESTOR SHARES
The cross-reference sheet relating to the Trust's Prospectus for Investor Shares
is incorporated herein by reference to Post-Effective Amendment No. 4 to the
Trust's Registration Statement filed electronically with the Commission on
February 28, 1997.
PROSPECTUS FOR ADVISOR SHARES
The cross-reference sheet relating to the Trust's Prospectus for Advisor Shares
is incorporated herein by reference to Post-Effective Amendment No. 5 to the
Trust's Registration Statement filed electronically with the Commission on April
14, 1997.
PART B
- ------
The cross-reference sheet relating to the Trust's Statement of Additional
Information for Investor and Advisor Shares is incorporated herein by reference
to Post-Effective Amendment No. 5 to the Trust's Registration Statement filed
electronically with the Commission on April 14, 1997.
PART C
- ------
The information required to be included in Part C is set forth under the
appropriate Item, so numbered, in Part C to this Registration Statement.
<PAGE>
PART A
Part A relating to the sole class of shares of the Trust currently
outstanding (to be designated "Investor Shares") is incorporated herein by
reference to Post-Effective Amendment No. 4 to the Trust's Registration
Statement filed electronically with the Commission on February 28, 1997.
Part A relating to Advisor Shares of the Trust is incorporated herein by
reference to Post-Effective Amendment No. 5 to the Trust's Registration
Statement filed electronically with the Commission on April 14, 1997.
Post-Effective Amendment No. 5 (relating to Advisor Shares) is pending with the
Commission as of the date of filing of this Amendment and will become effective
concurrently with this Amendment.
<PAGE>
PART B
Part B relating to Investor and Advisor Shares of the Trust is incorporated
herein by reference to Post-Effective Amendment No. 5 to the Trust's
Registration Statement filed electronically with the Commission on April 14,
1997.
<PAGE>
FINANCIAL STATEMENTS
The Financial Statements required by Part B and the related Report of
Independent Public Accountants are incorporated herein by reference to
Post-Effective Amendment No. 4 to the Trust's Registration Statement filed
electronically with the Commission on February 28, 1997 (Accession Number:
0000912057-97-00730).
<PAGE>
PART C
OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements Included in Parts A and B (with respect to all
series of the Trust except the Schroder Mid-Cap Value Fund):
(1) Report of Independent Auditors.
(2) Statement of assets and liabilities, October 31, 1996. Statement
of Operations -- period ended October 31, 1996. Statement of
Change in net assets -- period ended October 31, 1996. Financial
Highlights -- period ended October 31, 1996. Notes to Financial
Statements.
Included in Part C: None.
(b) Exhibits
(1)(A) - Agreement and Declaration of Trust*
(B) - Amendment No. 1 to Agreement and Declaration of Trust
(2)(A) - Bylaws*
(B) - Amendment to Bylaws
(3) - Inapplicable
(4)(A) - Forms of certificate representing shares of beneficial
interest*
(B) - Portions of Agreement and Declaration of Trust Relating
to Shareholders' Rights*
(C) - Portions of Bylaws Relating to Shareholders' Rights*
(5)(A) - Form of Management Contract*
(B) - Form of Management Contract for Mid-Cap Value Fund*
(6)(A) - Form of Distributor's Contract*
(7) - Inapplicable
(8) - Form of Custodian Agreement*
(9)(A) - Form of Transfer Agent and Servicing Agreement*
(B) - Form of Administration Agreement*
(C) - Form of Shareholder Service Agreement for Advisor
Shares*
(D) - Form of Shareholder Servicing Plan for Advisor Shares*
(10) - Opinion and Consent of Ropes & Gray*
(11) - Consent of Independent Public Accountants
(12) - Inapplicable
(13) - Form of Initial Capital Agreement*
(14) - Inapplicable
(15) - Form of Distribution Plan and Agreement for Advisor
Shares*
(16) - Schedule for Computation of Performance Information*
(17) - Financial Data Schedule*
(18) - Multiclass (Rule 18f-3) Plan*
(19)(A) - Powers of Attorney for Messrs. Knight, Dinkins, and
Steed*
<PAGE>
(B) - Powers of Attorney for Messrs. Gibson, Knight, Dinkins,
Howell, Williams, and Jackowitz, and Ms. DeVoe Talley*
- -----------------------------------
* Previously filed.
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
The Schroder Wertheim & Co. Incorporated Profit-Sharing and Savings
Incentive Plans and the Lewco Securities Corp. Profit Sharing and Thrift Plans,
and the Schroder Wertheim & Co. Pension Plan may be deemed to "control" certain
of the Funds. See "Principal Holders of Securities" in the Statement of
Additional Information.
ITEM 26. NUMBER OF RECORD HOLDERS OF SECURITIES
As of March 31, 1997, the number of shareholders of record of each Fund
with shares outstanding was as follows:
Fund # record shareholders
- ---- ---------------------
Schroder Equity Value Fund 628
Schroder Small Capitalization 729
Value Fund
Schroder Investment Grade 298
Income Fund
Schroder High Yield Income Fund 358
Schroder Short-Term Investment Fund 393
ITEM 27. INDEMNIFICATION
Article VIII of the Registrant's Agreement and Declaration of Trust
provides as follows:
SECTION 1. The Trust shall indemnify each of its Trustees and officers
(including persons who serve at the Trust's request as directors, officers or
trustees of another organization in which the Trust has any interest as a
shareholder, creditor or otherwise) (hereinafter referred to as a "Covered
Person") against all liabilities and expenses, including but not limited to
amounts paid in satisfaction of judgments, in compromise or as fines and
penalties, and counsel fees reasonably incurred by any Covered Person in
connection with the defense or disposition of any action, suit or other
proceeding, whether civil or criminal, before any court or administrative or
legislative body, in which such Covered Person may be or may have been involved
as a party or otherwise or with which such Covered Person may be or may have
been threatened, while in office or thereafter, by reason of being or having
been such a Covered Person except with respect to any matter as to which such
Covered Person shall have been finally adjudicated in any such action, suit or
other proceeding (a) not to have acted in good faith in the reasonable belief
that such Covered Person's action was in the best interests
-2-
<PAGE>
of the Trust or (b) to be liable to the Trust or its Shareholders by reason of
willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of such Covered Person's office. Expenses,
including counsel fees so incurred by any such Covered Person (but excluding
amounts paid in satisfaction of judgments, in compromise or as fines or
penalties), shall be paid from time to time by the Trust in advance of the final
disposition of any such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such Covered Person to repay amounts so paid to
the Trust if it is ultimately determined that indemnification of such expenses
is not authorized under this Article, provided, however, that either (a) such
Covered Person shall have provided appropriate security for such undertaking,
(b) the Trust shall be insured against losses arising from any such advance
payments or (c) either a majority of the disinterested Trustees acting on the
matter (provided that a majority of the uninterested Trustees then in office act
on the matter), or independent legal counsel in a written opinion, shall have
determined, based upon a review of readily available facts (as opposed to a full
trial type inquiry), that there is reason to believe that such Covered Person
will be found entitled to indemnification under this Article.
SECTION 2. As to any matter disposed of (whether by a compromise payment,
pursuant to a consent decree or otherwise) without an adjudication by a court,
or by any other body before which the proceeding was brought, that such Covered
Person either (a) did not act in good faith in the reasonable belief that his or
her action was in the best interests of the Trust or (b) is liable to the Trust
or its Shareholders by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his or
her office, indemnification shall be provided if (a) approved as in the best
interests of the Trust, after notice that it involves such indemnification, by
at least a majority of the disinterested Trustees acting on the matter (provided
that a majority of the disinterested Trustees then in office act on the matter)
upon a determination, based upon a review of readily available facts (as opposed
to a full trial type inquiry) that such Covered Person acted in good faith in
the reasonable belief that his or her action was in the best interests of the
Trust and is not liable to the Trust or its Shareholders by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his or her office, or (b) there has been obtained an
opinion in writing of independent legal counsel, based upon a review of readily
available facts (as opposed to a full trial type inquiry), to the effect that
such Covered Person appears to have acted in good faith in the reasonable belief
that his or her action was in the best interests of the Trust and that such
indemnification would not protect such Covered Person against any liability to
the Trust to which he or she would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his or her office. Any approval pursuant to this
Section shall not prevent the recovery from any Covered Person of any amount
paid to such Covered Person in accordance with this Section as indemnification
if such Covered Person is subsequently adjudicated by a court of competent
jurisdiction not to have acted in good faith in the reasonable belief that such
Covered Person's action was in the best interests of the Trust or to have been
liable to the Trust or its Shareholders by reason of willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved in the
conduct of such Covered Person's office.
SECTION 3. The right of indemnification hereby provided shall not be
exclusive of or affect any other rights to which such Covered Person may be
entitled. As used in this Article VIII, the term "Covered Person" shall include
such person's heirs, executors and administrators, and a "disinterested Trustee"
is a Trustee who is not an "interested person" of the Trust as defined in
Section 2(a)(19) of the 1940 Act (or who has been exempted from being an
"interested person" by any rule, regulation or order of the Securities and
Exchange Commission) and against whom none of such actions, suits or other
proceedings or another action, suit or other proceeding on the same or similar
grounds is then or has been pending. Nothing contained in this Article shall
affect any rights to indemnification to which
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<PAGE>
personnel of the Trust, other than Trustees or officers, and other persons may
be entitled by contract or otherwise under law, nor the power of the Trust to
purchase and maintain liability insurance on behalf of any such person.
----------------------
Reference is made to the Distributor's Contract, previously filed, which
contains provisions for the indemnification by Schroder Fund Advisors Inc. of
the Registrant and Trustees and officers of the Registrant under certain
circumstances. Insofar as indemnification for liability arising under the
Securities Act of 1933 may be permitted to Trustees and officers of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a Trustee or officer of the Registrant in the successful defense of
any action, suit, or proceeding) is asserted by such Trustee or officer in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
The directors and officers of the Registrant's investment adviser have
been engaged during the past two fiscal years in no business, vocation, or
employment of a substantial nature other than as directors, officers, or
employees of the investment adviser or certain of its corporate affiliates,
except the following, whose principal occupations during that period, other
than as directors or officers of the investment adviser or certain of its
corporate affiliates, are as follows: Ashbel C. Williams, Jr., President and
Director, who was Executive Director, Florida State Board of Administration;
Paul M. Morris, Director, who was Principal and Senior Portfolio Manager at
Weiss Peck & Greer, L.L.C.; Connie Moak-Mazur, Group Vice President, who was
Managing Director/Marketing and Client Service, Wasserstein Perella Asset
Management; Locke W. Ogens, First Vice President, who was Vice President and
Portfolio Manager, Greenville Capital Management; Cheryl Cohen, Vice
President, who was Vice President, Goldman Sachs & Co.; James Gray, Vice
President, who was First Vice President, Concord Holding Corporation; and
Anita L. Whelan, Vice President/Compliance Officer, who was First Vice
President and Director of Compliance, Prudential Securities Incorporated
Asset Management Group. The address of the investment adviser and its
corporate affiliates is 787 Seventh Avenue, New York, New York 10019.
-4-
<PAGE>
ITEM 29. PRINCIPAL UNDERWRITERS
(a) Schroder Fund Advisors Inc. currently acts as the principal underwriter
for Schroder Capital Funds (Delaware), the series of which are Schroder U.S.
Equity Fund, Schroder Emerging Markets Fund Institutional Portfolio, Schroder
U.S. Smaller Companies Fund, Schroder International Fund, Schroder International
Smaller Companies Fund, and Schroder International Bond Portfolio.
(b) The directors and officers of the Registrant's principal underwriter
are:
Positions and Offices Positions and Offices
Name With Registrant With Underwriter
- ---- --------------------- ---------------------
Kathleen Adams None Vice President
John Burns None Vice President
Barbara Gottlieb Assistant Clerk Assistant Vice President
James L. Gray None Senior Vice President
Lynne D. Gravelle None Assistant Vice President
Fredrica G. Grizzel None Assistant Vice President
Sharon L. Haugh None Director; Chairman
Robert Jackowitz Treasurer Treasurer; Cheif Financial
Officer
Sean P. Keegan None Assistant Vice President
Mary Kunkemueller None Assistant Vice President
Jane E. Lucas Vice President Director
Catherine A. Mazza Vice President President
Alexandra Poe Clerk Fund Counsel; Senior Vice
President; Secretary
Mark J. Smith Vice President Director; Vice President
M. Randall Strickland None Vice President
Anita L. Whelan None Vice President
-5-
<PAGE>
The principal business address of each person listed above is 787 Seventh
Avenue, New York, New York 10019.
(c) Inapplicable.
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
Persons maintaining physical possession of accounts, books, and other
documents required to be maintained by Section 31(a) of the Investment Company
Act of 1940 and the Rules promulgated thereunder are Registrant's Clerk,
Alexandra Poe; Registrant's investment adviser, Schroder Capital Management
Inc.; Registrant's custodian, State Street Bank & Trust Company; and
Registrant's transfer agent and registrar, Boston Financial Data Services, Inc.
The address of the Clerk and investment adviser is Equitable Center, 787 Seventh
Avenue, New York, New York 10019. The address of the custodian is 225 Franklin
Street, Boston, Massachusetts 02110. The address of the transfer agent and
registrar is Two Heritage Drive, Quincy, Massachusetts, 02171.
ITEM 31. MANAGEMENT SERVICES
None.
ITEM 32. UNDERTAKINGS
(a) Inapplicable.
(b) The Registrant undertakes to furnish each person to whom a prospectus
is delivered with a copy of the Registrant's latest annual report to
shareholders upon request and without charge.
(c) The Registrant undertakes, if requested to do so by the holders of at
least 10% of the Registrant's outstanding shares of beneficial
interest, to call a meeting of shareholders for the purpose of voting
upon the question of removal of a Trustee or Trustees and to assist in
communications with other shareholders as required by Section 16(c) of
the Investment Company Act of 1940.
NOTICE
A copy of the Agreement and Declaration of Trust of Schroder Series Trust
is on file with the Secretary of State of The Commonwealth of Massachusetts, and
notice is hereby given that this instrument is executed on behalf of the
Registrant by an officer of the Registrant as an officer and not individually
and that the obligations of or arising out of this instrument are not binding
upon any of the Trustees, officers, or shareholders individually but are binding
only upon the assets and property of the Registrant.
-6-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it has met all of
the requirements for effectiveness of this Amendment to its Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereto duly authorized, in the City of New York and the State of
New York, on this 12th day of June, 1997.
SCHRODER SERIES TRUST
By: /S/ Catherine A. Mazza
----------------------------------
Name: Catherine A. Mazza
Title: Vice President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on this 12th day of June, 1997.
SIGNATURE TITLE
--------- -----
*
- -------------------------------- President of the Trust
Ashbel C. Williams, Jr.
*
- -------------------------------- Treasurer; Principal Financial
Robert Jackowitz Officer; Principal Accounting
Officer
*
- -------------------------------- Trustee
David N. Dinkins
*
- -------------------------------- Trustee
David Gibson
*
- -------------------------------- Trustee
John I. Howell
*
- -------------------------------- Trustee
Peter S. Knight
*
- -------------------------------- Trustee
Madelon DeVoe Talley
* By: /S/ Catherine A. Mazza
-------------------------------
Catherine A. Mazza
Attorney-In-Fact
-7-
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. TITLE PAGE
- ----------- ----- ----
(1)(B) Amendment No. 1 to Agreement and Declaration of
Trust
(2)(B) Amendment to Bylaws
(11) Consent of Independent Public Accountants
-8-
<PAGE>
WSIS SERIES TRUST
Amendment No. 1
to
Agreement and Declaration of Trust
The undersigned, being at least a majority of the Trustees of WSIS Series
Trust, hereby amend the Agreement and Declaration of Trust of said Trust by
deleting therefrom Article I, Section 1 in its entirety, and substituting
therefor the following:
"Section 1. This Trust shall be known as 'Schroder Series Trust', and
the Trustees shall conduct the business of the Trust under that name
or any other name as they may from time to time determine."
This Amendment is dated as of the 1st day of March, 1997.
/s/ Madelon DeVoe Talley /s/ David N. Dinkins
- --------------------------------- ---------------------------------
Madelon DeVoe Talley David N. Dinkins
/s/ John I. Howell /s/ Peter S. Knight
- --------------------------------- ---------------------------------
John I. Howell Peter S. Knight
<PAGE>
SCHRODER SERIES TRUST
Amendment to
Bylaws
At a meeting held on March 5, 1997, the Trustees of the Trust amended the
Bylaws of the Trust by deleting therefrom Article 3 in its entirety, and
substituting therefor the following:
"ARTICLE 3
Officers
3.1 ENUMERATION; QUALIFICATION. The officers of the Trust shall be a
President, a Treasurer, a Clerk and such other officers, if any, as the Trustees
from time to time may in their discretion elect. The Trust may also have such
agents as the Trustees from time to time may in their discretion appoint. The
Chairman, if any, shall be a Trustee and may but need to be a shareholder; and
any other officer may but need not be a Trustee or a shareholder. Any two or
more offices may be held by the same person. A Trustee may but need not be a
shareholder.
3.2 ELECTION. The President, the Treasurer and the Clerk shall be elected
by the Trustees upon the occurrence of any vacancy in any such office. Other
officers, if any, may be elected or appointed by the Trustees at any time.
Vacancies in any such other office may be filled at any time.
3.3 TENURE. The President, the Treasurer and the Clerk shall hold office
in each case until he or she dies, resigns, is removed or becomes disqualified.
Each other officer shall hold office and each agent shall retain authority at
the pleasure of the Trustees.
3.4 POWERS. Subject to the other provisions of these Bylaws, each officer
shall have, in addition to the duties and powers herein and in the Declaration
of Trust set forth, such duties and powers as are commonly incident to the
office occupied by him or her as if the Trust were organized as a Massachusetts
business corporation and such other duties and powers as the Trustees may from
time to time designate.
3.5 CHAIRMAN; PRESIDENT. Unless the Trustees otherwise provide, the
Chairman, if any, shall preside at all meetings of the shareholders and of the
Trustees; if there is no Chairman or in the absence of the Chairman, the
President shall preside at all meetings of the shareholders. Unless the
Trustees otherwise provide, the President shall be the chief executive officer.
<PAGE>
3.6 TREASURER. Unless the Trustees shall provide otherwise, the Treasurer
shall be the chief financial and accounting officer of the Trust, and shall,
subject to the provisions of the Declaration of Trust and to any arrangement
made by the Trustees with a custodian, investment adviser or manager, or
transfer, shareholder servicing or similar agent, be in charge of the valuable
papers, books of account and accounting records of the Trust, and shall have
such other duties and powers as may be designated from time to time by the
Trustees or by the President. The chief accounting officer of the Trust shall
be elected by the Trustees and shall have tenure as provide in Paragraph 3.3 of
these Bylaws.
3.7. CLERK. The Clerk shall record all proceedings of the shareholders and
the Trustees in books to be kept therefor, which books or a copy thereof shall
be kept at the principal office of the Trust. In the absence of the Clerk from
any meeting of the shareholders or Trustees, an Assistant Clerk, or if there be
none or if he or she is absent, a temporary Clerk chosen at such meeting shall
record the proceedings thereof in the aforesaid books.
3.8 RESIGNATIONS AND REMOVALS. Any Trustee or officer may resign at any
time by written instrument signed by him or her and delivered to the Chairman,
if any, the President or the Clerk or to a meeting of the Trustees. Such
resignation shall be effective upon receipt unless specified to be effective at
some other time. The Trustees may remove any officer elected by them with or
without cause. Except to the extent expressly provided in a written agreement
with the Trust, no Trustee or officer resigning and no officer removed shall
have any right to any compensation for any period following his or her
resignation or removal, or any right to damages on account of such removal."
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<PAGE>
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference of our report dated December 12, 1996 on the financial statements of
WSIS Series Trust (the name of the Trust was subsequently changed to "Schroder
Series Trust") for the period ended October 31, 1996 and to all references to
our Firm included in or made a part of the registration statement of Schroder
Series Trust (Post-Effective Amendment No. 7), Investment Company Act File No.
811-7840 with the Securities and Exchange Commission.
ARTHUR ANDERSEN LLP
New York, New York
June 10, 1997
