<PAGE>
As filed with the Securities and Exchange Commission on July 25, 1997
Securities Act File No. 33-65632;
Investment Company Act File No. 811-7840
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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. 8 /X/
AND/OR
REGISTRATION STATEMENT UNDER
INVESTMENT COMPANY ACT OF 1940 /X/
AMENDMENT NO. 10 /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
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It is proposed that this filing will become effective (Check appropriate
box):
immediately upon filing pursuant to paragraph (b)
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X on July 28, 1997 pursuant to paragraph (b)
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60 days after filing pursuant to paragraph (a)(1)
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on (date) pursuant to paragraph (a)(1)
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75 days after filing pursuant to paragraph (a)(2)
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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
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
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.
THIS POST-EFFECTIVE AMENDMENT RELATES SOLELY TO SCHRODER MIDCAP VALUE FUND, A
SERIES OF SHARES OF THE REGISTRANT. NO INFORMATION RELATING TO ANY OTHER
SERIES OF SHARES OF SCHRODER SERIES TRUST IS AMENDED OR SUPERSEDED HEREBY.
<PAGE>
SCHRODER SERIES TRUST
CROSS REFERENCE SHEET
PART A
PROSPECTUS FOR INVESTOR SHARES OF MIDCAP VALUE FUND
N-1A ITEM NO. LOCATION
1. Cover Page . . . . . . . . . . . . Cover page
2. Synopsis . . . . . . . . . . . . . Summary of expenses
3. Condensed Financial Information. . Not Applicable
4. General Description of
Registrant . . . . . . . . . . . . Investment objectives and policies;
Additional information about the
Trust
5. Management of the Fund . . . . . . Additional information about the
Trust; Management of the Trust
5A. Management's Discussion of Fund
Performance. . . . . . . . . . . . Not applicable
6. Capital Stock and Other
Securities . . . . . . . . . . . . Additional information about the
Trust; Distributions
7. Purchase of Securities Being
Offered. . . . . . . . . . . . . . How to buy shares; Determination of
Net Asset Value
8. Redemption or Repurchase . . . . . How to sell shares
9. Pending Legal Proceedings. . . . . Not Applicable
PROSPECTUS FOR ADVISOR SHARES OF MIDCAP VALUE FUND
N-1A ITEM NO. LOCATION
1. Cover Page . . . . . . . . . . . . Cover page
2. Synopsis . . . . . . . . . . . . . Summary of expenses
3. Condensed Financial Information. . Not Applicable
4. General Description of
Registrant . . . . . . . . . . . . Investment objectives and policies;
Additional information about the
Trust
5. Management of the Fund . . . . . . Additional information about the
Trust; Management of the Trust
5A. Management's Discussion of Fund
Performance. . . . . . . . . . . . Not applicable
6. Capital Stock and Other
Securities. . . . . . . . . . . . Additional information about the
Trust; Distributions
7. Purchase of Securities Being
Offered. . . . . . . . . . . . . . How to buy shares; Determination of
Net Asset Value
8. Redemption or Repurchase . . . . . How to sell shares
9. Pending Legal Proceedings. . . . . Not Applicable
PART B STATEMENT OF ADDITIONAL INFORMATION FOR MIDCAP VALUE FUND
N-1A ITEM NO. LOCATION
10. Cover Page . . . . . . . . . . . . Cover Page
11. Table of Contents. . . . . . . . . Table of Contents
12. General Information and History. . Additional information about the
Trust (Part A)
13. Investment Objectives and
Policies . . . . . . . . . . . . . Investment Objectives and Policies
of the Fund and Risk
Considerations; Investment
Restrictions
14. Management of the Registrant . . . Management Contract
<PAGE>
15. Control Persons and Principal
Holders of Securities. . . . . . . Not Applicable
16. Investment Advisory and Other
Services . . . . . . . . . . . . . Management Contract
17. Brokerage Allocation . . . . . . . Management Contract (Brokerage and
Research Services)
18. Capital Stock and Other
Securities . . . . . . . . . . . . Additional information about the
Trust (Part A); Distributions (Part
A)
19. Purchase, Redemption, and
Pricing of Securities Being
Offered. . . . . . . . . . . . . . How to buy shares (Part A); How to
sell shares (Part A); Determination
of Net Asset Value
20. Tax Status . . . . . . . . . . . . Taxes (Part A); Taxes
21. Underwriters . . . . . . . . . . . Principal Underwriter
22. Calculation of Performance Data. . Performance Information
23. Financial Statements . . . . . . . Not Applicable
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.
-2-
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SCHRODER MIDCAP VALUE FUND
Prospectus
INVESTOR SHARES
SCHRODER MIDCAP VALUE FUND seeks long-term capital appreciation. The Fund
invests primarily in publicly traded common stocks of "mid-cap" companies --
companies with market capitalizations of between $750 million and $5 billion.
The Fund is a series of shares of Schroder Series Trust.
This Prospectus explains concisely the information about the Fund that a
prospective investor should know before investing in Investor Shares of the
Fund. Please read it carefully and keep it for future reference. Investors can
find more detailed information about the Fund and Schroder Series Trust in the
July 28, 1997 Statement of Additional Information, as amended from time to time.
For a free copy of the Statement of Additional Information, please call
1-800-464-3108. The Statement of Additional Information has been filed with the
Securities and Exchange Commission and is incorporated into this Prospectus by
reference.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
July 28, 1997
<PAGE>
TABLE OF CONTENTS
PAGE
Summary of expenses............................................................3
Investment objectives and policies.............................................4
Portfolio turnover.............................................................5
How to buy shares..............................................................5
How to sell shares.............................................................6
Exchanges......................................................................7
Determination of net asset value...............................................7
Distributions..................................................................7
Taxes..........................................................................8
Management of the Trust........................................................8
Performance information........................................................9
Additional information about the Trust........................................10
<PAGE>
SUMMARY OF EXPENSES
Expenses are one of several factors to consider when investing in Investor
Shares of the Fund. The following tables summarize the estimated expenses the
Fund expects to incur in respect of its Investor Shares during the Fund's first
full year of operations. The Example shows the cumulative expenses attributable
to a $1,000 investment in Investor Shares of the Fund over specified periods.
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed on Purchases None
Maximum Sales Load Imposed on Reinvested Dividends None
Deferred Sales Load None
Redemption Fees None
Exchange Fee None
ANNUAL OPERATING EXPENSES
(as a percentage of average net assets)
Management Fees 0.90%
12b-1 Fees None
Other Expenses 0.45%
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Total Fund Operating Expenses 1.35%
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EXAMPLE
Your investment of $1,000 in Investor Shares of the Fund would incur the
following expenses, assuming 5% annual return and redemption at the end of each
period:
1 YEAR 3 YEARS
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$14 $43
The tables and Example are provided to help you understand the expenses of
investing in Investor Shares of the Fund and your share of the estimated
operating expenses of the Fund attributable to its Investor Shares. "Other
Expenses" are based on estimated operating expenses attributable to the Fund's
Investor Shares for its first full year of operations. THE TABLES AND EXAMPLE
DO NOT REPRESENT PAST OR FUTURE EXPENSE LEVELS. ACTUAL EXPENSES MAY BE GREATER
OR LESS THAN THOSE SHOWN. FEDERAL REGULATIONS REQUIRE THE EXAMPLE TO ASSUME A
5% ANNUAL RETURN, BUT ACTUAL ANNUAL RETURN WILL VARY.
3
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INVESTMENT OBJECTIVE AND POLICIES
SCHRODER MIDCAP VALUE FUND'S INVESTMENT OBJECTIVE IS TO SEEK LONG-TERM CAPITAL
APPRECIATION. The Fund invests primarily in publicly traded common stocks of
"mid-cap" companies -- companies with market capitalizations of between $750
million and $5 billion. In selecting investments for the Fund, Schroder Capital
Management Inc. ("Schroder"), the Fund's investment adviser, tries to identify
companies that have good prospects for earnings growth and whose
price-to-earnings ratios are lower than the average price-to-earnings ratios of
comparable companies.
Schroder believes that certain mid-cap companies may be undervalued and may
offer greater opportunities for capital appreciation than larger companies, for
a number of reasons. For example, many mid-cap companies have not attracted
substantial coverage by Wall Street analysts or a substantial institutional
following. As a result, many investors may not have recognized the full values
of such companies or of their potential for earnings growth, or of their
financial or business assets. In addition, a mid-cap company may, because of
its smaller size, be able to adapt more quickly to competitive or economic
changes than larger, longer established companies.
For similar reasons, mid-cap companies may present different investment risks
than do large-cap companies. Such companies may have limited product lines,
markets, or financial resources and may depend on a limited management group.
Their securities may trade less frequently and in smaller volume than more
widely held securities, and their values may fluctuate more sharply than other
securities. There may be less publicly available information about the issuers
of these securities or less market interest in such securities than in the case
of larger companies. Schroder's strategy for the Fund includes investing in
certain stocks before other investors recognize their value. The result could
be a lack of stock price movement in the short term. Investors should therefore
have a long-term investment horizon when investing in the Fund.
Although the Fund will seek to invest principally in common stocks, it may also
invest in preferred stocks, warrants, and securities convertible into common or
preferred stocks if Schroder believes such investments would help achieve the
Fund's objective. Under normal circumstances, the Fund will invest at least 65%
of its total assets in securities of companies determined by Schroder to be
"mid-cap" companies. The Fund may hold a portion of its assets in cash or money
market instruments.
At times Schroder may decide that conditions in the securities markets make
pursuing the Fund's basic investment strategy inconsistent with the best
interests of its shareholders. At such times, Schroder may temporarily use
alternate investment strategies primarily designed to reduce fluctuations in the
value of the Fund's assets. In implementing these defensive strategies, the
Fund would invest any portion of its assets in high-quality debt securities, or
hold any portion of its assets in cash or money market instruments, to the
extent Schroder might consider consistent with such defensive strategies. It is
impossible to predict when, or for how long, the Fund will use these alternate
strategies.
4
<PAGE>
The Fund is a diversified series of Schroder Series Trust, an open-end
management investment company. The investment policies of the Fund may be
changed by the Trustees without shareholder approval unless otherwise stated.
All percentage limitations on investments will apply at the time of investment
and will not be considered violated unless an excess or deficiency occurs or
exists immediately after and as a result of the investment. There can, of
course, be no assurance that the Fund will achieve its investment objective.
LIQUIDITY. The Fund will not invest more than 15% of its net assets in
securities determined by Schroder to be illiquid. Certain securities that are
restricted as to resale may nonetheless be resold by the Fund in accordance with
Rule 144A under the Securities Act of 1933, as amended. Such securities may be
determined by Schroder to be liquid for purposes of compliance with the
limitation on the Fund's investment in illiquid securities. There can, however,
be no assurance that the Fund will be able to sell such securities at any time
when Schroder deems it advisable to do so or at prices prevailing for comparable
securities that are more widely held.
SECURITIES LOANS AND REPURCHASE AGREEMENTS. The Fund may lend portfolio
securities amounting to not more than 25% of its assets to broker-dealers, and
may enter into repurchase agreements on up to 25% of its assets. 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.
PORTFOLIO TURNOVER
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. A change in the securities held by the Fund is known
as "portfolio turnover." Portfolio turnover generally involves some expense to
the Fund, including brokerage commissions or dealer mark-ups and other
transaction costs on the sale of securities and reinvestment in other
securities. Such sales may result in realization of taxable capital gains. The
Fund's annual portfolio turnover is expected to be less than 100%.
HOW TO BUY SHARES
Investor Shares of the Fund are sold at the net asset value per share next
determined after Schroder Fund Advisors Inc., the Fund's distributor, receives
your order. In order for you to receive that day's net asset value, Schroder
Fund Advisors Inc. must receive your order before the close of regular trading
on the New York Stock Exchange.
The minimum initial investment in Investor Shares of the Trust is $25,000 (which
may be allocated in any amounts among the Fund and the other series of the
Trust) and the minimum for each subsequent investment is $1,000. (Contact
Schroder Fund Advisors Inc. for a prospectus relating to other series of the
Trust.) Schroder may, in its sole discretion, accept smaller initial or
subsequent investments so long as the investor is an employee of Schroder or any
of its affiliates or has an investment account with Schroder in amounts
specified
5
<PAGE>
by Schroder from time to time. The Fund will not issue share certificates
unless a shareholder so requests.
Investor Shares of the Fund may be purchased for cash or in exchange for
securities held by the investor, subject to the determination by Schroder that
the securities are acceptable. (For purposes of determining whether securities
will be acceptable, Schroder will consider, among other things, whether they are
liquid securities of a type consistent with the investment objectives and
policies of the Fund and having a readily ascertainable value.) If the Fund
receives securities from an investor in exchange for 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). Any gain on the
sale of those securities would be subject to distribution as capital gain to all
of the Fund's shareholders. Schroder reserves the right to reject any
particular investment. Securities accepted by Schroder will be valued in the
same manner as are the Fund's portfolio securities as of the time of the next
determination of the net asset value of the Fund's shares. All dividend,
subscription, or other rights which are 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. A gain or loss for
federal income tax purposes may be realized by investors upon the exchange.
Investors interested in purchases through exchange should telephone Schroder at
(800) 464-3108.
You can make regular investments of $1,000 or more per month in Investor Shares
of the Trust through automatic deductions from your bank checking account.
Application forms are available from the Trust's transfer agent, Boston
Financial Data Services, Inc., Two Heritage Drive, North Quincy, Massachusetts
02171 ("Boston Financial").
HOW TO SELL SHARES
Investor Shares of the Fund may be redeemed on any business day by sending a
letter of instruction or stock power form to Boston Financial. The redemption
price is the net asset value per share next determined after receipt of the
redemption request in good order. 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 if it is signed exactly in accordance with the registration form.
Signatures must be guaranteed by a bank, broker/dealer, or certain other
financial institutions. Boston Financial may require additional documentation
from shareholders that are corporations, partnerships, agents, fiduciaries, or
surviving joint owners.
Payment on redemption will be made as promptly as possible and in any event
within seven days after the request for redemption is received in writing by
Boston Financial in good order. (The Trust generally sends payment for shares
the business day after a request is received.) Under unusual circumstances, the
Trust may suspend redemptions or postpone payment for more than seven days, as
permitted by law.
6
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EXCHANGES
You can exchange your Investor Shares of the Fund for Investor Shares of any
other series in Schroder Series Trust at any time at their respective net asset
values. Contact Boston Financial at 1-800-464-3108 for a prospectus for those
other series. To exchange shares, you should complete an exchange authorization
form available from Boston Financial and mail it to Boston Financial.
For federal income tax purposes, an exchange is treated as a sale of shares and
generally results in a capital gain or loss. The Trust reserves the right to
change or suspend the exchange privilege at any time. Shareholders would be
notified of any such change or suspension.
DETERMINATION OF NET ASSET VALUE
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 its Investor Shares
outstanding. Shares are valued as of the close of regular trading on the New
York Stock Exchange each day the Exchange is open. Fund securities for which
market quotations are readily available are stated at market value. Short-term
investments that will mature in 60 days or less are stated at amortized cost,
which approximates market value. All other securities and assets are valued at
their fair values determined by Schroder. The net asset value of the Fund's
Investor Shares will generally differ from that of its other classes of shares
due to the variance in daily net income realized by and dividends paid on each
class of shares, and any differences in the expenses of the different classes.
DISTRIBUTIONS
The Fund distributes any net investment income and any net realized capital
gains at least annually. Distributions from net investment income, if any, are
expected to be small. Distributions from net capital gains are made after
applying any available capital loss carryovers.
YOU CAN CHOOSE FROM THREE DISTRIBUTION OPTIONS: (1) reinvest all distributions
in additional Investor Shares of the Fund; (2) receive distributions from net
investment income in cash while reinvesting capital gains distributions in
additional Investor Shares of the Fund; or (3) receive all distributions in
cash. You can change your distribution option by notifying Boston Financial in
writing. If you do not select an option when you open your account, all
distributions by the Fund will be reinvested in Investor Shares of the Fund.
You will receive a statement confirming reinvestment of distributions in
additional Fund shares promptly following the period in which the reinvestment
occurs.
7
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TAXES
The Fund intends to qualify as a "regulated investment company" for federal
income tax purposes and to meet all other requirements that are necessary for it
to be relieved of federal taxes on income and gains it distributes to
shareholders. The Fund will distribute substantially
all of its net investment income and net capital gain income on a current basis.
All Fund distributions will be taxable to you as ordinary income, except that
any distributions of net long-term capital gains will be taxed as such,
regardless of how long you have held the shares. Distributions will be taxable
as described above whether received in cash or in shares through the
reinvestment of distributions.
Early in each year the Trust will notify you of the amount and tax status of
distributions paid to you by the Fund for the preceding year.
The foregoing is a summary of certain federal income tax consequences of
investing in the Fund. You should consult your tax adviser to determine the
precise effect of an investment in the Fund on your particular tax situation.
MANAGEMENT OF THE TRUST
The Trustees of the Trust are responsible for generally overseeing the conduct
of the Trust's business. The Trust's investment adviser is Schroder Capital
Management Inc. ("Schroder"). Schroder is a wholly owned subsidiary of
Schroders Incorporated, which engages through its subsidiary firms in the
investment banking, asset management, and securities businesses. Affiliates of
Schroders Incorporated (or their predecessors) have been investment managers
since 1927. Schroder itself has been an investment manager since 1962, and
served as investment manager for approximately $4.4 billion as of June 30, 1997.
Schroders Incorporated is an indirect, wholly owned U.S. subsidiary of Schroders
plc, a publicly owned holding company organized under the laws of England.
Schroders plc and its affiliates engage in international merchant banking and
investment management businesses, and as of June 30, 1997 had under management
assets of approximately $150 billion. Schroder Fund Advisors Inc. is a wholly
owned subsidiary of Schroder Capital Management International Inc. Schroder
Capital Management International Inc. is also a wholly owned subsidiary of
Schroders Incorporated.
Subject to such policies as the Trustees may determine, Schroder furnishes a
continuing investment program for the Fund and makes investment decisions on its
behalf. Subject to the control of the Trustees, Schroder also manages the
Trust's other affairs and business. The Trust's principal office is located at
787 Seventh Avenue, New York, New York 10019 (which is also the address of
Schroder's principal office), and its telephone number is (212) 641-3900.
Schroder has served as investment adviser to the Trust since its inception.
The Fund pays a management fee to Schroder monthly at the annual rate of 0.90%
of the Fund's average daily net assets. In order to limit the Fund's expenses,
Schroder has
8
<PAGE>
voluntarily agreed to reduce its compensation (and, if necessary, to pay certain
expenses of the Fund) until October 31, 1998 to the extent the Fund's expenses
(other than Schroder's compensation, brokerage, interest, taxes, deferred
organizational expenses, and extraordinary expenses) exceed the annual rate of
0.45% of the Fund's average daily net assets. The Trust pays all expenses not
assumed by Schroder, including Trustees' fees, auditing, legal, custodial, and
investor servicing and shareholder reporting expenses.
Schroder's investment decisions for the Fund are generally made by a committee
of Schroder's investment professionals. Ms. Nancy B. Tooke, Director, Senior
Vice President, and Portfolio Manager at Schroder, and Ms. Locke W. Ogens, First
Vice President and Portfolio Manager at Schroder, are primarily responsible for
making recommendations to the committee for the Fund. Ms. Tooke is also
responsible for making recommendations to the committee for Schroder Small
Capitalization Value Fund, another series of shares of the Trust and a
registered investment company.
Schroder places all orders for purchases and sales of the Fund's investments.
In selecting broker-dealers, Schroder may consider research and brokerage
services furnished to it and its affiliates. Schroder & Co. Inc. and Lewco
Securities Corp., affiliates of Schroder, may receive brokerage commissions from
the Fund in accordance with procedures adopted by the Trustees under the
Investment Company Act of 1940 which require periodic review of these
transactions. Subject to seeking the most favorable price and execution
available, Schroder may consider sales of shares of the Trust as a factor in the
selection of broker-dealers.
PERFORMANCE INFORMATION
Total return data relating to Investor Shares of the Fund may from time to
time be included in advertisements about the Fund. When the Fund's total
return is advertised with respect to Investor Shares, it will represent the
Fund's average annual total return calculated for the past year, the past
five years, and the past ten years (or if the Fund's Investor Shares have
been offered for a period shorter than one, five, or ten years, that period
will be substituted) through the most recent calendar quarter, as more fully
described in the Statement of Additional Information. Total return for any
period of one year or less represents the actual rate of return on such an
investment earned during the period, although annualized figures may also be
shown in advertisements. Total return quotations assume that all dividends
and distributions are reinvested when paid.
ALL DATA IS BASED ON PAST INVESTMENT RESULTS AND DOES NOT PREDICT FUTURE
PERFORMANCE. Investment performance of the Fund's Investor Shares, which will
vary, is based on many factors, including market conditions, the composition of
the Fund's portfolio, and the Fund's operating expenses attributable to its
Investor Shares. Investment performance also often reflects the risks
associated with the Fund's investment objective and policies. Quotations of
total return for any period when an expense limitation is in effect will be
greater than if the limitation had not been in effect. These factors should be
considered when comparing the investment results of the Fund's Investor Shares
to those of various classes of other mutual funds and other investment vehicles.
Performance for the Fund's Investor Shares may be
9
<PAGE>
compared to various indices. See the Statement of Additional Information for
more information.
ADDITIONAL INFORMATION ABOUT THE TRUST
The Trust was established as a Massachusetts business trust in 1993. The Trust
has an unlimited number of shares of beneficial interest that may, without
shareholder approval, be divided into an unlimited number of series of such
shares, which, in turn, may be divided into an unlimited number of classes of
such shares. The Trust's shares of beneficial interest are presently divided
into five different series, including the Fund. The Fund's shares are presently
divided into two classes, Investor Shares, which are offered through this
Prospectus, and Advisor Shares, which are offered through a separate prospectus.
Unlike Investor Shares, Advisor Shares are subject to shareholder service fees
and distribution fees, which will affect their performance relative to Investor
Shares. To obtain more information about Advisor Shares, contact Schroder
Series Trust at (800) 464-3108.
Each share has one vote, with fractional shares voting proportionally.
Shareholders of a class of shares or series generally have separate voting
rights with respect to matters that affect only that class or series. See
"Organization and Capitalization" in the Statement of Additional Information.
Shares are freely transferable and are entitled to dividends and other
distributions as declared by the Trustees. Dividends and other distributions
paid by the Fund on its two classes of shares will normally differ in amount due
to the differing expenses borne by the two classes. If the Fund were
liquidated, each class of shares would receive the net assets of the Fund
attributable to that class. The Fund may suspend the sale of its shares at any
time and may refuse any order to purchase shares. Although the Trust is not
required to hold annual meetings of its shareholders, shareholders have the
right to call a meeting to elect or remove Trustees, or to take other actions as
provided in the Declaration of Trust.
If you own fewer shares of the Fund than a minimum amount set by the Trustees
(presently 50 shares), the Trust may choose to redeem your shares in the Fund
and pay you for them. You will receive at least 30 days written notice before
the Trust redeems your shares, and you may purchase additional shares at any
time to avoid a redemption. The Trust may also redeem 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.
Schroder Fund Advisors Inc., 787 Seventh Avenue, New York, New York 10019, is
the principal underwriter for the Trust. State Street Bank and Trust Company,
225 Franklin Street, Boston, Massachusetts 02110, is the Trust's administrator
and custodian. The Trust currently pays State Street fees for its services as
administrator at the annual rate of 0.08% of the Fund's average daily net assets
(subject to certain minimum charges). The Fund's transfer agent and registrar
is Boston Financial Data Services, Inc., Two Heritage Drive, Quincy,
Massachusetts 02171.
10
<PAGE>
SCHRODER MIDCAP VALUE FUND
Prospectus
ADVISOR SHARES
SCHRODER MIDCAP VALUE FUND seeks long-term capital appreciation. The Fund
invests primarily in publicly traded common stocks of "mid-cap" companies --
companies with market capitalizations of between $750 million and $5 billion.
The Fund is a series of shares of Schroder Series Trust.
This Prospectus explains concisely the information about the Fund that a
prospective investor should know before investing in Advisor Shares of the Fund.
Please read it carefully and keep it for future reference. Investors can find
more detailed information about the Fund and Schroder Series Trust in the July
28, 1997 Statement of Additional Information, as amended from time to time. For
a free copy of the Statement of Additional Information, please call
1-800-464-3108. The Statement of Additional Information has been filed with the
Securities and Exchange Commission and is incorporated into this Prospectus by
reference.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
July 28, 1997
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TABLE OF CONTENTS
PAGE
Summary of expenses............................................................3
Investment objectives and policies.............................................4
Portfolio turnover.............................................................5
How to buy shares..............................................................5
How to sell shares.............................................................6
Exchanges......................................................................7
Determination of net asset value...............................................8
Distributions..................................................................8
Taxes..........................................................................8
Management of the Trust........................................................9
Performance information.......................................................10
Additional information about the Trust........................................11
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SUMMARY OF EXPENSES
Expenses are one of several factors to consider when investing in Advisor Shares
of the Fund. The following tables summarize the estimated expenses the Fund
expects to incur in respect of its Advisor Shares during the Fund's first full
year of operations. The Example shows the cumulative expenses attributable to a
$1,000 investment in Advisor Shares of the Fund over specified periods.
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed on Purchases None
Maximum Sales Load Imposed on Reinvested Dividends None
Deferred Sales Load None
Redemption Fees None
Exchange Fee None
ANNUAL OPERATING EXPENSES
(as a percentage of average net assets)
Management Fees 0.90%
12b-1 Fees1 None
Other Expenses 0.70%
-----
Total Fund Operating Expenses 1.60%
______________________________
1 The Fund has adopted a Distribution Plan under Rule 12b-1 of the
Investment Company Act of 1940, as amended, with respect to its
Advisor Shares. The Fund presently makes no payments under the
Plan. See "How to Buy Shares -- Distribution Plan."
EXAMPLE
Your investment of $1,000 in Advisor Shares of the Fund would incur the
following expenses, assuming 5% annual return and redemption at the end of each
period:
1 YEAR 3 YEARS
------ -------
$16 $51
The tables and Example are provided to help you understand the expenses of
investing in Advisor Shares of the Fund and your share of the estimated
operating expenses of the Fund attributable to its Advisor Shares. "Other
Expenses" are based on estimated operating expenses attributable to the Fund's
Advisor Shares for its first full year of operations. THE TABLES AND EXAMPLE DO
NOT REPRESENT PAST OR FUTURE EXPENSE LEVELS. ACTUAL EXPENSES MAY BE GREATER OR
LESS THAN THOSE SHOWN. FEDERAL REGULATIONS REQUIRE THE EXAMPLE TO ASSUME A 5%
ANNUAL RETURN, BUT ACTUAL ANNUAL RETURN WILL VARY.
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INVESTMENT OBJECTIVE AND POLICIES
SCHRODER MIDCAP VALUE FUND'S INVESTMENT OBJECTIVE IS TO SEEK LONG-TERM CAPITAL
APPRECIATION. The Fund invests primarily in publicly traded common stocks of
"mid-cap" companies -- companies with market capitalizations of between $750
million and $5 billion. In selecting investments for the Fund, Schroder Capital
Management Inc. ("Schroder"), the Fund's investment adviser, tries to identify
companies that have good prospects for earnings growth and whose
price-to-earnings ratios are lower than the average price-to-earnings ratios of
comparable companies.
Schroder believes that certain mid-cap companies may be undervalued and may
offer greater opportunities for capital appreciation than larger companies, for
a number of reasons. For example, many mid-cap companies have not attracted
substantial coverage by Wall Street analysts or a substantial institutional
following. As a result, many investors may not have recognized the full values
of such companies or of their potential for earnings growth, or of their
financial or business assets. In addition, a mid-cap company may, because of
its smaller size, be able to adapt more quickly to competitive or economic
changes than larger, longer established companies.
For similar reasons, mid-cap companies may present different investment risks
than do large-cap companies. Such companies may have limited product lines,
markets, or financial resources and may depend on a limited management group.
Their securities may trade less frequently and in smaller volume than more
widely held securities, and their values may fluctuate more sharply than other
securities. There may be less publicly available information about the issuers
of these securities or less market interest in such securities than in the case
of larger companies. Schroder's strategy for the Fund includes investing in
certain stocks before other investors recognize their value. The result could
be a lack of stock price movement in the short term. Investors should therefore
have a long-term investment horizon when investing in the Fund.
Although the Fund will seek to invest principally in common stocks, it may also
invest in preferred stocks, warrants, and securities convertible into common or
preferred stocks if Schroder believes such investments would help achieve the
Fund's objective. Under normal circumstances, the Fund will invest at least 65%
of its total assets in securities of companies determined by Schroder to be
"mid-cap" companies. The Fund may hold a portion of its assets in cash or money
market instruments.
At times Schroder may decide that conditions in the securities markets make
pursuing the Fund's basic investment strategy inconsistent with the best
interests of its shareholders. At such times, Schroder may temporarily use
alternate investment strategies primarily designed to reduce fluctuations in the
value of the Fund's assets. In implementing these defensive strategies, the
Fund would invest any portion of its assets in high-quality debt securities, or
hold any portion of its assets in cash or money market instruments, to the
extent Schroder might consider consistent with such defensive strategies. It is
impossible to predict when, or for how long, the Fund will use these alternate
strategies.
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The Fund is a diversified series of Schroder Series Trust, an open-end
management investment company. The investment policies of the Fund may be
changed by the Trustees without shareholder approval unless otherwise stated.
All percentage limitations on investments will apply at the time of investment
and will not be considered violated unless an excess or deficiency occurs or
exists immediately after and as a result of the investment. There can, of
course, be no assurance that the Fund will achieve its investment objective.
LIQUIDITY. The Fund will not invest more than 15% of its net assets in
securities determined by Schroder to be illiquid. Certain securities that are
restricted as to resale may nonetheless be resold by the Fund in accordance with
Rule 144A under the Securities Act of 1933, as amended. Such securities may be
determined by Schroder to be liquid for purposes of compliance with the
limitation on the Fund's investment in illiquid securities. There can, however,
be no assurance that the Fund will be able to sell such securities at any time
when Schroder deems it advisable to do so or at prices prevailing for comparable
securities that are more widely held.
SECURITIES LOANS AND REPURCHASE AGREEMENTS. The Fund may lend portfolio
securities amounting to not more than 25% of its assets to broker-dealers, and
may enter into repurchase agreements on up to 25% of its assets. 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.
PORTFOLIO TURNOVER
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. A change in the securities held by the Fund is known
as "portfolio turnover." Portfolio turnover generally involves some expense to
the Fund, including brokerage commissions or dealer mark-ups and other
transaction costs on the sale of securities and reinvestment in other
securities. Such sales may result in realization of taxable capital gains. The
Fund's annual portfolio turnover is expected to be less than 100%.
HOW TO BUY SHARES
You can purchase Advisor Shares of the Fund through a Service Organization such
as a bank, trust company, broker-dealer, or other financial organization having
an arrangement with Schroder Fund Advisors Inc. Your Service Organization may
impose investment minimums on initial and/or subsequent investments. If you do
not have a Service Organization, Schroder Fund Advisors Inc. can provide you
with a list of available firms. Your Service Organization is responsible for
forwarding all of the necessary documentation to the Trust, and may charge for
its services.
Advisor Shares are sold at their net asset value per share next determined after
the Trust receives your order. In order for you to receive the net asset value
determined on any day, Schroder
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Fund Advisors Inc. must receive your order before the close of regular trading
on the New York Stock Exchange on that day.
If Advisor Shares purchased by you will be held in your own name (rather than in
the name of your Service Organization), payment for your shares must be
accompanied by a completed Account Application in proper form. The Trust or
Boston Financial Data Services, Inc., the Trust's transfer agent (the "Transfer
Agent"), may request additional documentation, such as copies of corporate
resolutions and instruments of authority, from corporations, administrators,
executors, personal representatives, directors, or custodians. You may obtain
an Account Application from your Service Organization.
The Fund reserves the right to reject any purchase, in whole or in part, and to
suspend the offering of its shares for any period of time and to change or waive
any minimum investment amounts.
DISTRIBUTION PLAN. Schroder Fund Advisors Inc. serves as distributor of the
Fund's shares. The Fund has adopted a Distribution Plan pursuant to which the
Fund may pay Schroder Fund Advisors Inc. compensation in an amount limited in
any fiscal year to the annual rate of 0.50% of the Fund's average daily net
assets attributable to its Advisor Shares. The Fund presently makes no payments
under the Distribution Plan, although the Trustees may at any time authorize
payments at an annual rate of up to 0.50% of the Fund's average daily net assets
attributable to its Advisor Shares.
HOW TO SELL SHARES
You can sell your Advisor Shares in the Fund to the Fund any day the New York
Stock Exchange is open, either through your Service Organization or directly to
the Fund. If your shares are held in the name of a Service Organization, you
may only sell the shares through that Service Organization. The Fund will only
redeem shares for which it has received payment.
SELLING SHARES THROUGH YOUR SERVICE ORGANIZATION
Your Service Organization and Schroder Fund Advisors Inc. must receive your
request before the close of regular trading on the New York Stock Exchange to
receive that day's net asset value. Your Service Organization will be
responsible for furnishing all necessary documentation to Schroder Fund Advisors
Inc., and may charge you for its services.
SELLING SHARES DIRECTLY TO THE FUND
If your Advisor Shares of the Fund are held in your own name (rather than in the
name of your Service Organization), you may redeem your shares by mailing a
written request for redemption to the Transfer Agent that:
(1) states the number of shares or dollar amount to be redeemed;
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(2) identifies your account number; and
(3) is signed by you and all other owners of the account exactly as their names
appear on the account.
If you request that the proceeds from your redemption 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 such 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.
Please contact the Transfer Agent for more details at 1-800-464-3108.
Corporations, fiduciaries, and other types of shareholders may be required to
supply additional documents which support their authority to effect a
redemption.
WIRE TRANSFER. If your Service Organization receives Federal Reserve wires, you
may instruct that your redemption proceeds be forwarded to your account with
your Service Organization or to you by a wire transfer. Please indicate your
Service Organization's or your own complete wiring instructions. The Fund will
forward proceeds from telephone redemptions only to the bank or brokerage
account that you have authorized in writing.
GENERAL REDEMPTION POLICIES
The redemption price per share is the net asset value per share next determined
after the Transfer Agent receives the request for redemption in proper form, and
the Fund will make payment for redeemed shares within seven days thereafter.
Under unusual circumstances, the Fund may suspend repurchases, or postpone
payment of redemption proceeds for more than seven days, as permitted by federal
securities law. If you purchase shares of the Fund by check (including
certified check) and redeem them shortly thereafter, the Fund will delay payment
of the redemption proceeds for up to fifteen days after the Fund's receipt of
the check or until the check has cleared, whichever occurs first. If you redeem
shares through your Service Organization, your Service Organization is
responsible for ensuring that the Transfer Agent receives your redemption
request in proper form and at the appropriate time.
EXCHANGES
You can exchange your Advisor Shares of the Fund for Advisor Shares of any other
series in Schroder Series Trust at any time at their respective net asset
values. Contact your Service Organization for details. For federal income tax
purposes, an exchange is treated as a sale of shares and generally results in a
capital gain or loss. The Trust reserves the right to change or suspend the
exchange privilege at any time. Shareholders would be notified of any such
change or suspension.
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DETERMINATION OF NET ASSET VALUE
The Fund calculates the net asset value of its Advisor Shares by dividing the
total value of its assets attributable to its Advisor Shares, less its
liabilities attributable to those shares, by the number of its Advisor Shares
outstanding. Shares are valued as of the close of regular trading on the New
York Stock Exchange each day the Exchange is open. Fund securities for which
market quotations are readily available are stated at market value. Short-term
investments that will mature in 60 days or less are stated at amortized cost,
which approximates market value. All other securities and assets are valued at
their fair values determined by Schroder. The net asset value of the Fund's
Advisor Shares will generally differ from that of its other classes of shares
due to the variance in daily net income realized by and dividends paid on each
class of shares, and any differences in the expenses of the different classes.
DISTRIBUTIONS
The Fund distributes any net investment income and any net realized capital
gains at least annually. Distributions from net investment income, if any, are
expected to be small. Distributions from net capital gains are made after
applying any available capital loss carryovers.
YOU CAN CHOOSE FROM THREE DISTRIBUTION OPTIONS: (1) reinvest all distributions
in additional Advisor Shares of the Fund; (2) receive distributions from net
investment income in cash while reinvesting capital gains distributions in
additional Advisor Shares of the Fund; or (3) receive all distributions in cash.
You can change your distribution option by notifying the Transfer Agent in
writing. If you do not select an option when you open your account, all
distributions by the Fund will be reinvested in Advisor Shares of the Fund. You
will receive a statement confirming reinvestment of distributions in additional
Fund shares promptly following the period in which the reinvestment occurs.
TAXES
The Fund intends to qualify as a "regulated investment company" for federal
income tax purposes and to meet all other requirements that are necessary for it
to be relieved of federal taxes on income and gains it distributes to
shareholders. The Fund will distribute substantially
all of its net investment income and net capital gain income on a current basis.
All Fund distributions will be taxable to you as ordinary income, except that
any distributions of net long-term capital gains will be taxed as such,
regardless of how long you have held the shares. Distributions will be taxable
as described above whether received in cash or in shares through the
reinvestment of distributions.
Early in each year the Trust will notify you of the amount and tax status of
distributions paid to you by the Fund for the preceding year.
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The foregoing is a summary of certain federal income tax consequences of
investing in the Fund. You should consult your tax adviser to determine the
precise effect of an investment in the Fund on your particular tax situation.
MANAGEMENT OF THE TRUST
The Trustees of the Trust are responsible for generally overseeing the conduct
of the Trust's business. The Trust's investment adviser is Schroder Capital
Management Inc. ("Schroder"). Schroder is a wholly owned subsidiary of
Schroders Incorporated, which engages through its subsidiary firms in the
investment banking, asset management, and securities businesses. Affiliates of
Schroders Incorporated (or their predecessors) have been investment managers
since 1927. Schroder itself has been an investment manager since 1962, and
served as investment manager for approximately $4.4 billion as of June 30, 1997.
Schroders Incorporated is an indirect, wholly owned U.S. subsidiary of Schroders
plc, a publicly owned holding company organized under the laws of England.
Schroders plc and its affiliates engage in international merchant banking and
investment management businesses, and as of June 30, 1997 had under management
assets of approximately $150 billion. Schroder Fund Advisors Inc. is a wholly
owned subsidiary of Schroder Capital Management International Inc. Schroder
Capital Management International Inc. is also a wholly owned subsidiary of
Schroders Incorporated.
Subject to such policies as the Trustees may determine, Schroder furnishes a
continuing investment program for the Fund and makes investment decisions on its
behalf. Subject to the control of the Trustees, Schroder also manages the
Trust's other affairs and business. The Trust's principal office is located at
787 Seventh Avenue, New York, New York 10019 (which is also the address of
Schroder's principal office), and its telephone number is (212) 641-3900.
Schroder has served as investment adviser to the Trust since its inception.
The Fund pays a management fee to Schroder monthly at the annual rate of 0.90%
of the Fund's average daily net assets. In order to limit the Fund's expenses,
Schroder has voluntarily agreed to reduce its compensation (and, if necessary,
to pay certain expenses of the Fund) until October 31, 1998 to the extent the
Fund's expenses (other than Schroder's compensation, brokerage, interest, taxes,
deferred organizational expenses, shareholder service fees, and extraordinary
expenses) exceed the annual rate of 0.45% of the Fund's average daily net
assets. The Trust pays all expenses not assumed by Schroder, including
Trustees' fees, auditing, legal, custodial, and investor servicing and
shareholder reporting expenses.
Schroder's investment decisions for the Fund are generally made by a committee
of Schroder's investment professionals. Ms. Nancy B. Tooke, Director, Senior
Vice President, and Portfolio Manager at Schroder, and Ms. Locke W. Ogens, First
Vice President and Portfolio Manager at Schroder, are primarily responsible for
making recommendations to the committee for the Fund. Ms. Tooke is also
responsible for making recommendations to the committee for Schroder Small
Capitalization Value Fund, another series of shares of the Trust and a
registered investment company.
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Schroder places all orders for purchases and sales of the Fund's investments.
In selecting broker-dealers, Schroder may consider research and brokerage
services furnished to it and its affiliates. Schroder & Co. Inc. and Lewco
Securities Corp., affiliates of Schroder, may receive brokerage commissions from
the Fund in accordance with procedures adopted by the Trustees under the
Investment Company Act of 1940 which require periodic review of these
transactions. Subject to seeking the most favorable price and execution
available, Schroder may consider sales of shares of the Trust as a factor in the
selection of broker-dealers.
SHAREHOLDER SERVICING PLAN. The Fund has adopted a Shareholder Servicing Plan
(the "Service Plan") for its Advisor Shares. Under the Service Plan, the Fund
pays fees to Schroder Fund Advisors Inc. at an annual rate of up to 0.25% of the
average daily net assets of the Fund represented by Advisor Shares. Schroder
Fund Advisors Inc. may enter into shareholder service agreements with Service
Organizations pursuant to which the Service Organizations provide administrative
support services to their customers who are Fund shareholders. In return for
providing these support services, a Service Organization may receive payments
from Schroder Fund Advisors Inc. at a rate not exceeding 0.25% of the average
daily net assets of the Advisor Shares of the Fund for which the Service
Organization is the Service Organization of record. These administrative
services may include, but are not limited to, the following functions:
establishing and maintaining accounts and records relating to clients of the
Service Organization; answering shareholder inquiries regarding the manner in
which purchases, exchanges, and redemptions of Advisor Shares of the Fund may be
effected and other matters pertaining to the Fund's services; providing
necessary personnel and facilities to establish and maintain shareholder
accounts and records; assisting shareholders in arranging for processing
purchase, exchange, and redemption transactions; arranging for the wiring of
funds; guaranteeing shareholder signatures in connection with redemption orders
and transfers and changes in shareholder-designated accounts; integrating
periodic statements with other customer transactions; and providing such other
related services as the shareholder may request. Some Service Organizations may
impose additional conditions or fees, such as requiring clients to invest more
than the minimum amounts required by the Trust for initial or subsequent
investments or charging a direct fee for services. Such fees would be in
addition to any amounts which might be paid to the Service Organization by
Schroder Fund Advisors Inc. Please contact your Service Organization for
details.
PERFORMANCE INFORMATION
Total return data relating to Advisor Shares of the Fund may from time to time
be included in advertisements about the Fund. When the Fund's total return is
advertised with respect to Advisor Shares, it will represent the Fund's average
annual total return calculated for the past year, the past five years, and the
past ten years (or if the Fund's Advisor Shares have been offered for a period
shorter than one, five, or ten years, that period will be substituted) through
the most recent calendar quarter, as more fully described in the Statement of
Additional Information. Total return for any period of one year or less
represents the actual rate of return on such an investment earned during the
period, although annualized figures may also be shown in advertisements. Total
return quotations assume that all dividends and distributions are reinvested
when paid.
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ALL DATA IS BASED ON PAST INVESTMENT RESULTS AND DOES NOT PREDICT FUTURE
PERFORMANCE. Investment performance of the Fund's Advisor Shares, which will
vary, is based on many factors, including market conditions, the composition of
the Fund's portfolio, and the Fund's operating expenses attributable to its
Advisor Shares. Investment performance also often reflects the risks associated
with the Fund's investment objective and policies. Quotations of total return
for any period when an expense limitation is in effect will be greater than if
the limitation had not been in effect. These factors should be considered when
comparing the investment results of the Fund's Advisor Shares to those of
various classes of other mutual funds and other investment vehicles.
Performance for the Fund's Advisor Shares may be compared to various indices.
See the Statement of Additional Information for more information.
ADDITIONAL INFORMATION ABOUT THE TRUST
The Trust was established as a Massachusetts business trust in 1993. The Trust
has an unlimited number of shares of beneficial interest that may, without
shareholder approval, be divided into an unlimited number of series of such
shares, which, in turn, may be divided into an unlimited number of classes of
such shares. The Trust's shares of beneficial interest are presently divided
into five different series, including the Fund. The Fund's shares are presently
divided into two classes, Advisor Shares, which are offered through this
Prospectus, and Investor Shares, which are offered through a separate
prospectus. Unlike Advisor Shares, Investor Shares are not subject to
shareholder service fees or distribution fees, which will affect their
performance relative to Advisor Shares. To obtain more information about
Investor Shares, contact Schroder Series Trust at (800) 464-3108.
Each share has one vote, with fractional shares voting proportionally.
Shareholders of a class of shares or series generally have separate voting
rights with respect to matters that affect only that class or series. See
"Organization and Capitalization" in the Statement of Additional Information.
Shares are freely transferable and are entitled to dividends and other
distributions as declared by the Trustees. Dividends and other distributions
paid by the Fund on its two classes of shares will normally differ in amount due
to the differing expenses borne by the two classes. If the Fund were
liquidated, each class of shares would receive the net assets of the Fund
attributable to that class. The Fund may suspend the sale of its shares at any
time and may refuse any order to purchase shares. Although the Trust is not
required to hold annual meetings of its shareholders, shareholders have the
right to call a meeting to elect or remove Trustees, or to take other actions as
provided in the Declaration of Trust.
If you own fewer shares of the Fund than a minimum amount set by the Trustees
(presently 50 shares), the Trust may choose to redeem your shares in the Fund
and pay you for them. You will receive at least 30 days written notice before
the Trust redeems your shares, and you may purchase additional shares at any
time to avoid a redemption. The Trust may also redeem 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.
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Schroder Fund Advisors Inc., 787 Seventh Avenue, New York, New York 10019, is
the principal underwriter for the Trust. State Street Bank and Trust Company,
225 Franklin Street, Boston, Massachusetts 02110, is the Trust's administrator
and custodian. The Trust currently pays State Street fees for its services as
administrator at the annual rate of 0.08% of the Fund's average daily net assets
(subject to certain minimum charges). The Fund's transfer agent and registrar
is Boston Financial Data Services, Inc., Two Heritage Drive, Quincy,
Massachusetts 02171.
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SCHRODER SERIES TRUST
SCHRODER MIDCAP VALUE FUND
FORM N-1A
PART B
STATEMENT OF ADDITIONAL INFORMATION
JULY 28, 1997
This Statement of Additional Information contains information that may be
of interest to investors but which is not included in the Prospectuses of
Schroder Series Trust (the "Trust") which relate to Schroder MidCap Value Fund
(the "Fund"). This Statement relates to the Fund's Investor Shares and Advisor
Shares. Investor Shares and Advisor Shares of the Fund are offered through
separate Prospectuses, each dated July 28, 1997.
This Statement is not a prospectus and should be read in conjunction with
the Fund's Prospectuses, as they may be revised from time to time. Investors
may obtain free copies of the Prospectuses by calling Schroder Capital
Management Inc., the Trust's investment adviser, at 1-800-464-3108.
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TABLE OF CONTENTS
DEFINITIONS....................................................................1
INVESTMENT OBJECTIVES AND POLICIES OF THE FUND
AND RISK CONSIDERATIONS...................................................1
INVESTMENT RESTRICTIONS........................................................2
TRUSTEES AND OFFICERS..........................................................4
MANAGEMENT CONTRACT............................................................6
DETERMINATION OF NET ASSET VALUE...............................................9
TAXES.........................................................................10
PERFORMANCE INFORMATION.......................................................11
ORGANIZATION AND CAPITALIZATION...............................................11
PRINCIPAL UNDERWRITER.........................................................12
CUSTODIAN.....................................................................12
INDEPENDENT AUDITORS..........................................................13
SHAREHOLDER LIABILITY.........................................................13
OTHER INFORMATION.............................................................13
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SCHRODER SERIES TRUST
MIDCAP VALUE FUND
STATEMENT OF ADDITIONAL INFORMATION
DEFINITIONS
The "Trust" -- Schroder Series Trust
"Schroder" -- Schroder Capital Management Inc., the Fund's investment
adviser
The "Fund" -- Schroder MidCap Value Fund
INVESTMENT OBJECTIVES AND POLICIES OF THE FUND AND RISK CONSIDERATIONS
The investment objectives and policies of the Fund are described in the
Fund's Prospectuses. This Statement contains additional information concerning
certain investment practices and investment restrictions of the Fund.
Except as described below under "Investment Restrictions", the investment
objectives and policies described in the Prospectuses and in this Statement are
not fundamental, and the Trustees may change the investment objectives and
policies of the Fund without an affirmative vote of shareholders of the Fund.
REPURCHASE AGREEMENTS
The Fund may enter into repurchase agreements. A repurchase agreement is a
contract under which the Fund acquires a security for a relatively short period
(usually not more than one week) subject to the obligation of the seller to
repurchase and the Fund to resell such security at a fixed time and price
(representing the Fund's cost plus interest). It is the Fund's present
intention to enter into repurchase agreements only with member banks of the
Federal Reserve System and securities dealers meeting certain criteria as to
creditworthiness and financial condition established by the Trustees of the
Trust and only with respect to obligations of the U.S. government or its
agencies or instrumentalities or other high quality short term debt obligations.
Repurchase agreements may also be viewed as loans made by the Fund which are
collateralized by the securities subject to repurchase. Schroder will monitor
such transactions to ensure that the value of the underlying securities will be
at least equal at all times to the total amount of the repurchase obligation,
including the interest factor. If the seller defaults, the Fund could realize a
loss on the sale of the underlying security to the extent that the proceeds of
sale including accrued interest are less than the resale price provided in the
agreement including interest. In addition, if the seller should be involved in
bankruptcy or insolvency proceedings, the Fund may incur delay and costs in
selling the underlying security or may suffer a loss of principal and interest
if the Fund is treated as an unsecured creditor and required to return the
underlying collateral to the seller's estate.
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LOANS OF FUND SECURITIES
The Fund may lend its portfolio securities, provided: (1) the loan is
secured continuously by collateral consisting of U.S. Government Securities,
cash, or cash equivalents adjusted daily to have market value at least equal to
the current market value of the securities loaned; (2) the Fund may at any time
call the loan and regain the securities loaned; (3) the Fund will receive any
interest or dividends paid on the loaned securities; and (4) the aggregate
market value of securities of the Fund loaned will not at any time exceed
one-third of the total assets of the Fund. In addition, it is anticipated that
the Fund may share with the borrower some of the income received on the
collateral for the loan or that it will be paid a premium for the loan. Before
the Fund enters into a loan, Schroder considers all relevant facts and
circumstances including the creditworthiness of the borrower. The risks in
lending portfolio securities, as with other extensions of credit, consist of
possible delay in recovery of the securities or possible loss of rights in the
collateral should the borrower fail financially. Although voting rights or
rights to consent with respect to the loaned securities pass to the borrower,
the Fund retains the right to call the loans at any time on reasonable notice,
and it will do so in order that the securities may be voted by the Fund if the
holders of such securities are asked to vote upon or consent to matters
materially affecting the investment. The Fund will not lend portfolio
securities to borrowers affiliated with the Fund.
INVESTMENT RESTRICTIONS
The Fund has adopted the following investment restrictions which may not be
changed without the affirmative vote of a "majority of the outstanding voting
securities" of the Fund, which is defined in the Investment Company Act of 1940
to mean the affirmative vote of the lesser of (1) more than 50% of the
outstanding shares and (2) 67% or more of the shares present at a meeting if
more than 50% of the outstanding shares are represented at the meeting in person
or by proxy. The Fund may not:
1. Borrow money in excess of 10% of the value of its total assets
(not including the amount borrowed) at the time the borrowing is
made, and then only from banks as a temporary measure (not for
leverage) in situations which might otherwise require the untimely
disposition of portfolio investments or for extraordinary or
emergency purposes. Such borrowings will be repaid before any
additional investments are purchased.
2. Pledge, hypothecate, mortgage, or otherwise encumber its assets in
excess of 15% of its total assets and then only in connection with
borrowings permitted by restriction 1 above.
3. Purchase securities on margin, except such short-term credits as may
be necessary for the clearance of purchases and sales of securities,
and except that it may make margin payments in connection with
transactions in futures contracts, options, and other financial
instruments.
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4. Underwrite securities issued by other persons except to the extent
that, in connection with the disposition of its portfolio investments,
it may be deemed to be an underwriter under the federal securities
laws.
5. Purchase or sell real estate or interests in real estate limited
partnerships, although it may purchase securities of issuers which
deal in real estate, securities which are secured by interests in real
estate, and securities representing interests in real estate, and it
may acquire and dispose of real estate or interests in real estate
acquired through the exercise of its rights as a holder of debt
obligations secured by real estate or interests therein.
6. Purchase or sell commodities or commodity contracts, except that it
may purchase or sell financial futures contracts and options and other
financial instruments.
7. Make loans, except by purchase of debt obligations in which the Fund
may invest consistent with its investment policies, by entering into
repurchase agreements with respect to not more than 25% of its total
assets (taken at current value), or through the lending of its
portfolio securities with respect to not more than 25% of its total
assets.
8. Invest more than 25% of the value of its total assets in securities of
issuers in any one industry. (Securities issued or guaranteed as to
principal or interest by the U.S. Government or its agencies or
instrumentalities are not considered to represent industries.)
9. Issue any class of securities which is senior to the Fund's shares of
beneficial interest. (For the purpose of this restriction, none of the
following is deemed to be, or to create a class of, senior securities:
any borrowing permitted by restriction 1 above; any pledge or other
encumbrance of assets permitted by restriction 2 above; any collateral
arrangement with respect to options, futures contracts, options on
futures contracts, or other financial instruments, or with respect to
initial or variation margin; and the purchase or sale of, or the
Fund's otherwise entering into, options, forward contracts, futures
contracts, options on futures contracts, or other financial
instruments.)
In addition, it is contrary to the Fund's present policy, which may be
changed without shareholder approval, for the Fund to invest more than 15% of
its net assets in securities which are not readily marketable, including
securities restricted as to resale (other than securities restricted as to
resale but determined by the Trustees, or persons designated by the Trustees to
make such determinations, to be readily marketable).
-------------------
All percentage limitations on investments will apply at the time of
investment and shall not be considered violated unless an excess or deficiency
occurs or exists immediately after and as a result of such investment. Except
for investment restrictions 1 through 9 listed above, the other investment
policies described in the Prospectuses and this Statement are not fundamental
and may be changed
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by the Trustees, without shareholder approval. As a matter of policy, the
Trustees would not materially change the Fund's investment objective without
shareholder approval.
TRUSTEES AND OFFICERS
The Trustees of the Trust are responsible for the general oversight of the
Trust's business. The Trustees and executive officers of the Trust and their
principal occupations during the last five years are set forth below. The
mailing address of each of the officers and Trustees is 787 Seventh Avenue, New
York, New York 10019.
David N. Dinkins, Trustee. 69. Professor, Columbia University School of
International and Public Affairs. Director, American Stock Exchange, Amrep
Corporation, Carver Federal Savings Bank, New World Communications Group,
Incorporated, and Transderm Laboratory Corporation. Formerly, Mayor, City of
New York.
(*) David Gibson, Trustee and Vice President of the Trust. 36. Director,
Schroder Capital Management Inc. and Schroder Investment Management Ltd.
Director and Senior Vice President, Schroder Capital Management International
Inc.
John I. Howell, Trustee. 80. Trustee, Schroder Capital Funds and Schroder
Capital Funds (Delaware). Director, Schroder Asian Growth Fund, Inc. and
American International Life Assurance Company of New York. Private consultant
since 1987.
Peter S. Knight, Trustee. 46. Partner, Wunder, Diefenderfer, Cannon &
Thelen. Previously, Campaign Manager, Clinton/Gore '96.
Ashbel C. Williams, Jr., President of the Trust. 42. President, Schroder
Capital Management Inc. Formerly, Executive Director, Florida State Board of
Administration.
Robert Jackowitz, Treasurer of the Trust. 30. Vice President and
Comptroller, Schroder Capital Management International Inc. Vice President and
Treasurer, Schroder Capital Management Inc. Treasurer and Chief Financial
Officer, Schroder Fund Advisors Inc. Treasurer, Schroder Asian Growth Fund,
Inc., Schroder Capital Funds, Schroder Capital Funds II, and Schroder Capital
Funds (Delaware).
Catherine A. Mazza, Vice President of the Trust. 37. First Vice President,
Schroder Capital Management International Inc. and Schroder Capital Management
Inc. President, Schroder Fund Advisors Inc. Vice President, Schroder Asian
Growth Fund, Inc., Schroder Capital Funds, Schroder Capital Funds II, and
Schroder Capital Funds (Delaware). Previously served as Vice President,
Alliance Capital.
Alexandra Poe, Clerk of the Trust. 36. Senior Vice President, Secretary,
and Fund Counsel, Schroder Fund Advisors Inc. Vice President and Secretary,
Schroder Capital Funds, Schroder Capital Funds II, and Schroder Capital Funds
(Delaware). Assistant Secretary, Schroder Asian Growth Fund, Inc. Vice
President, Schroder Capital Management International Inc. Formerly,
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Senior Associate Attorney, Gordon, Altman, Butowsky, Weitzen, Shalov & Wein;
Vice President and Counsel, Citibank, N.A.
Mark J. Smith, Vice President of the Trust. 36. Director, Schroder
Investment Management Ltd. Director and Senior Vice President, Schroder Capital
Management International Inc. and Schroder Capital Management International Ltd.
Director and Vice President, Schroder Fund Advisors Inc. Trustee and President,
Schroder Capital Funds and Schroder Capital Funds (Delaware). President,
Schroder Capital Funds II. Director, Schroder Investment Management (Guernsey)
Ltd. and Schroder Japanese Warrant Fund Ltd.
Jane E. Lucas, Vice President of the Trust. 35. Director and Senior Vice
President, Schroder Capital Management International Inc. Director, Schroder
Capital Management Inc. Assistant Director, Schroder Investment Management Ltd.
Director, Schroder Fund Advisors Inc. Vice President, Schroder Capital Funds,
Schroder Capital Funds II, and Schroder Capital Funds (Delaware).
_______________________________________
(*) Trustee who is an "interested person" (as defined in the Investment
Company Act of 1940) of the Trust, Schroder, or Schroder Fund Advisors Inc.
Except as otherwise noted, the principal occupations of the Trustees and
officers for the last five years have been with the employers shown above,
although in some cases they have held different positions with such employers or
their affiliates.
Each Trustee of the Trust who is not an interested person of the Trust,
Schroder, or Schroder Fund Advisors Inc. receives an annual fee of $5,000 and an
additional fee for each Trustees' meeting attended. Trustees who are not
interested persons of Schroder and who serve on committees of the Trustees
receive additional fees for attendance at certain committee meetings and for
special services rendered in that connection. The Trust paid Trustees' fees
aggregating $33,000 for the fiscal year ended October 31, 1996. The following
table sets forth information regarding compensation paid for the fiscal year
ended October 31, 1996 to those Trustees who are not interested persons of the
Trust.
COMPENSATION TABLE
----------------------------------------------------------
(1) (2) (3)
Name of Aggregate Total Compensation
Trustee Compensation from Trust and
from Trust Fund Complex Paid
to Trustees
----------------------------------------------------------
David N. Dinkins $11,000 $11,000
----------------------------------------------------------
John I. Howell* 2,750 21,500
----------------------------------------------------------
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----------------------------------------------------------
Peter S. Knight 11,000 11,000
----------------------------------------------------------
Michael R. Steed** 5,500 5,500
----------------------------------------------------------
Madelon DeVoe Talley*** 2,750 15,250
----------------------------------------------------------
* Mr. Howell was elected a Trustee on June 25, 1996. The Total
Compensation listed in column (3) for Mr. Howell includes compensation
for his services as a Trustee of Schroder Capital Funds ("SCF") and
Schroder Capital Funds (Delaware) ("SCFD") and as a Director of
Schroder Asian Growth Fund, Inc. ("SAGF"). The Trust, SCF, SCFD, and
SAGF are considered part of the same "Fund Complex" for these
purposes.
** Mr. Steed resigned from the Board of Trustees as of May 15, 1996.
*** The compensation listed for Ms. DeVoe Talley was for her services
as Trustee from June 25, 1996 through October 31, 1996. The Total
Compensation listed in column (3) for Ms. DeVoe Talley includes
compensation for her services as a Director of SAGF.
As of July 1, 1997, the Trustees of the Trust as a group owned less than 1%
of the outstanding shares of each Fund.
The Agreement and Declaration of Trust of the Trust provides that the Trust
will indemnify its Trustees and officers against liabilities and expenses
incurred in connection with litigation in which they may be involved because of
their offices with the Trust, except if it is determined in the manner specified
in the Agreement and Declaration of Trust that they have not acted in good faith
in the reasonable belief that their actions were in the best interests of the
Trust or that such indemnification would relieve any officer or Trustee of any
liability to the Trust or its Shareholders by reason of willful misfeasance, bad
faith, gross negligence, or reckless disregard of his or her duties. The Trust,
at its expense, provides liability insurance for the benefit of its Trustees and
officers.
MANAGEMENT CONTRACT
Under a Management Contract between the Trust and Schroder (the "Management
Contract"), Schroder, at its expense, provides the Fund with investment advisory
services and advises and assists the officers of the Trust in taking such steps
as are necessary or appropriate to carry out the decisions of its Trustees
regarding the conduct of business of the Trust and the Fund. The fees to be
paid under the Contract are set forth in the Fund's Prospectuses.
In providing investment advisory services to the Fund, Schroder regularly
provides the Fund with investment research, advice, and supervision and
furnishes continuously an investment program consistent with the investment
objective and policies of the Fund, and determines, for the Fund, what
securities shall be purchased, what securities shall be held or sold, and what
portion of the Fund's assets shall be held uninvested, subject always to the
provisions of the Trust's Agreement and Declaration of Trust and By-laws, and of
the Investment Company Act of 1940, and to the Fund's investment objectives,
policies, and restrictions, and subject further to such policies and
instructions as the Trustees may from time to time establish.
Schroder makes available to the Trust, without expense to the Trust, the
services of such of its directors, officers, and employees as may duly be
elected Trustees or officers of the Trust, subject to their individual consent
to serve and to any limitations imposed by law. Schroder pays the
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compensation and expenses of officers and executive employees of the Trust.
Schroder also provides investment advisory research and statistical facilities
and all clerical services relating to such research, statistical, and investment
work. Schroder pays the Trust's office rent.
Under the Management Contract, the Fund is responsible for all its other
expenses, including clerical salaries not related to investment activities; fees
and expenses incurred in connection with membership in investment company
organizations; brokers' commissions; payment for portfolio pricing services to a
pricing agent, if any; legal expenses; auditing expenses; accounting expenses;
taxes and governmental fees; fees and expenses of the transfer agent and
investor servicing agent of the Fund; the cost of preparing share certificates
or any other expenses, including clerical expenses, incurred in connection with
the issue, sale, underwriting, redemption, or repurchase of shares; the expenses
of and fees for registering or qualifying securities for sale; the fees and
expenses of the Trustees of the Trust who are not affiliated with Schroder; the
cost of preparing and distributing reports and notices to shareholders; public
and investor relations expenses; and fees and disbursements of custodians of the
Fund's assets. The Fund is also responsible for its expenses incurred in
connection with litigation, proceedings, and claims and the legal obligation it
may have to indemnify its officers and Trustees with respect thereto.
Schroder's compensation under the Management Contract may be reduced in any
year if the Fund's expenses exceed the limits on investment company expenses
imposed by any statute or regulatory authority of any jurisdiction in which
shares of the Fund are qualified for offer or sale.
State Street Bank and Trust Company ("State Street") provides certain
accounting, transfer agency, and other services to the Fund. The Fund
compensates State Street on a basis approved by the Trustees.
The Management Contract provides that Schroder shall not be subject to any
liability for any error of judgment or mistake of law or for any loss suffered
by the Fund or the Trust in connection with rendering services to the Fund or
the Trust in the absence of willful misfeasance, bad faith, gross negligence, or
reckless disregard of its duties.
The Management Contract may be terminated without penalty by vote of the
Trustees or the shareholders of the Fund, or by Schroder on 60 days' written
notice. The Management Contract also terminates without payment of any penalty
in the event of its assignment. In addition, the Management Contract may be
amended only by a vote of the shareholders of the Fund, and the Contract
provides that it will continue in effect from year to year only so long as such
continuance is approved at least annually with respect to the Fund by vote of
either the Trustees or the shareholders of the Fund, and, in either case, by a
majority of the Trustees who are not "interested persons" of Schroder. In each
of the foregoing cases, the vote of the shareholders is the affirmative vote of
a "majority of the outstanding voting securities" as defined in the Investment
Company Act of 1940.
Schroder may place portfolio transactions with broker-dealers which
furnish, without cost, certain research, statistical, and quotation services of
value to Schroder and its affiliates in advising the Fund and other clients,
provided that it shall always seek best price and execution with respect to
transactions. Certain investments may be appropriate for the Fund and for other
clients advised by Schroder. Investment decisions for the Fund and other
clients are made with a view to achieving their respective investment objectives
and after consideration of such factors as their current holdings,
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availability of cash for investment, and the size of their investments
generally. Frequently, a particular security may be bought or sold for only one
client or in different amounts and at different times for more than one but less
than all clients. Likewise, a particular security may be bought for one or more
clients when one or more other clients are selling the security. In addition,
purchases or sales of the same security may be made for two or more clients of
Schroder on the same day. In such event, such transactions will be allocated
among the clients in a manner believed by Schroder to be equitable to each. In
some cases, this procedure could have an adverse effect on the price or amount
of the securities purchased or sold by the Fund. Purchase and sale orders for
the Fund may be combined with those of other clients of Schroder in the interest
of achieving the most favorable net results for the Fund and the Trust.
BROKERAGE AND RESEARCH SERVICES. Transactions on U.S. stock exchanges and
other agency transactions involve the payment by the Fund of negotiated
brokerage commissions. Such commissions vary among different brokers. Also, a
particular broker may charge different commissions according to such factors as
the difficulty and size of the transaction. Transactions in foreign securities
often involve the payment of fixed brokerage commissions, which are generally
higher than those in the United States. There is generally no stated commission
in the case of securities traded in the over-the-counter markets, but the price
paid by the Fund usually includes an undisclosed dealer commission or mark-up.
In underwritten offerings, the price paid by the Fund includes a disclosed,
fixed commission or discount retained by the underwriter or dealer.
Schroder places all orders for the purchase and sale of portfolio
securities for the Fund and buys and sells securities for the Fund through a
substantial number of brokers and dealers. In so doing, it uses its best
efforts to obtain for the Fund the best price and execution available. In
seeking the best price and execution, Schroder, having in mind the Fund's best
interests, considers all factors it deems relevant, including, by way of
illustration, price, the size of the transaction, the nature of the market for
the security, the amount of the commission, the timing of the transaction taking
into account market prices and trends, the reputation, experience, and financial
stability of the broker-dealer involved, and the quality of service rendered by
the broker-dealer in other transactions.
It has for many years been a common practice in the investment advisory
business for advisers of investment companies and other institutional investors
to receive research, statistical, and quotation services from broker-dealers
which execute portfolio transactions for the clients of such advisers.
Consistent with this practice, Schroder receives research, statistical, and
quotation services from many broker-dealers with which it places the Fund's
portfolio transactions. These services, which in some cases may also be
purchased for cash, include such matters as general economic and security market
reviews, industry and company reviews, evaluations of securities, and
recommendations as to the purchase and sale of securities. Some of these
services are of value to Schroder and its affiliates in advising various of
their clients (including the Trust), although not all of these services are
necessarily useful and of value in managing the Fund. The management fee paid
by the Fund is not reduced because Schroder and its affiliates receive such
services.
As permitted by Section 28(e) of the Securities Exchange Act of 1934, and
by the Management Contract, Schroder may cause the Fund to pay a broker which
provides brokerage and research services to Schroder an amount of disclosed
commission for effecting a securities transaction for the Fund in excess of the
commission which another broker would have charged for effecting that
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transaction. Schroder's authority to cause the Fund to pay any such greater
commissions is also subject to such policies as the Trustees may adopt from time
to time.
To the extent permitted by law, the Fund may engage in brokerage
transactions with Schroder & Co. Inc. ("Schroder & Co.") or Lewco Securities
Corp. ("Lewco"), each of which is an affiliate of Schroder, or with unaffiliated
brokers who trade or clear through Schroder & Co. or Lewco. Consistent with
regulations under the Investment Company Act of 1940, the Trust has adopted
procedures which are reasonably designed to provide that any commissions or
other remuneration the Fund pays to Schroder & Co. and Lewco do not exceed the
usual and customary broker's commission. In addition, the Fund will adhere to
the rule, under the Securities Exchange Act of 1934, governing floor trading.
This rule permits the Fund to effect, but not execute, exchange-listed
securities transactions with Schroder & Co. and Lewco. Also, due to securities
law limitations, the Fund will limit purchases of securities in a public
offering if Schroder & Co. or Lewco or one of their affiliates is a member of
the syndicate for that offering.
DETERMINATION OF NET ASSET VALUE
The net asset value per share of each class of shares of the Fund is
determined daily as of 4:00 p.m. New York time on each day the New York Stock
Exchange is open for trading. The New York Stock Exchange is normally closed on
the following national holidays: New Year's Day, Presidents' Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving, and Christmas.
Securities traded on a national securities exchange or quoted on the NASDAQ
National Market System are valued at their last-reported sale price on the
principal exchange or reported by NASDAQ or, if there is no reported sale, and
in the case of over-the-counter securities not included in the NASDAQ National
Market System, at a bid price estimated by a broker or dealer. Debt securities
will be valued by a pricing service. Securities for which current market
quotations are not readily available and all other assets are valued at fair
value as determined by Schroder in good faith in accordance with procedures
approved by the Trustees.
If any securities held by the Fund are restricted as to resale, their fair
value is generally determined as the amount which the Fund could reasonably
expect to realize from an orderly disposition of such securities over a
reasonable period of time. The valuation procedures applied in any specific
instance are likely to vary from case to case. However, consideration is
generally given to the financial position of the issuer and other fundamental
analytical data relating to the investment and to the nature of the restrictions
on disposition of the securities (including any registration expenses that might
be borne by the Fund in connection with such disposition). In addition,
specific factors are also generally considered, such as the cost of the
investment, the market value of any unrestricted securities of the same class
(both at the time of purchase and at the time of valuation), the
size of the holding, the prices of any recent transactions or offers with
respect to such securities, and any available analysts' reports regarding the
issuer.
Generally, trading in certain securities is substantially completed each
day at various times prior to the close of the New York Stock Exchange. The
values of these securities used in determining the net asset value of the Fund's
shares are computed as of such times. Also, because of the amount of time
required to collect and process trading information as to large numbers of
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securities issues, the values of certain securities (such as convertible bonds
and U.S. Government Securities) are determined based on market quotations
collected earlier in the day at the latest practicable time prior to the close
of the Exchange. Occasionally, events affecting the value of such securities
may occur between such times and the close of the Exchange which will not be
reflected in the computation of the Fund's net asset value. If events
materially affecting the value of such securities occur during such period, then
these securities will be valued at their fair value, in the manner described
above.
----------------
The proceeds received by the Fund for each issue or sale of its shares, and
all income, earnings, profits, and proceeds thereof, subject only to the rights
of creditors, will be specifically allocated to the Fund, and constitute the
underlying assets of the Fund. The underlying assets of the Fund will be
segregated on the Trust's books of account, and will be charged with the
liabilities in respect of the Fund and with a share of the general liabilities
of the Trust. The Fund's assets will be further allocated among its constituent
classes of shares on the Trust's books of account. Expenses with respect to any
two or more series of the Trust or classes of shares may be allocated in
proportion to the net asset values of the respective series or classes except
where allocations of direct expenses can otherwise be fairly made to a specific
series or class.
TAXES
The Fund intends to qualify each year and elect to be taxed as a regulated
investment company under Subchapter M of the United States Internal Revenue Code
of 1986, as amended (the "Code").
As a regulated investment company qualifying to have its tax liability
determined under Subchapter M, the Fund will not be subject to federal income
tax on any of its net investment income or net realized capital gains that are
distributed to shareholders. As a Massachusetts business trust, the Fund under
present law will not be subject to any excise or income taxes in Massachusetts.
In order to qualify as a "regulated investment company," the Fund must,
among other things, (a) derive at least 90% of its gross income from dividends,
interest, payments with respect to securities loans, gains from the sale or
other dispositions of stock, securities, or foreign currencies, and other income
(including gains from options, futures, or forward contracts) derived with
respect to its business of investing in such stock, securities, or currencies;
(b) derive less than 30% of its gross income from the sale or other disposition
of certain assets (including stock and securities) held less than three months;
(c) diversify its holdings so that, at the close of each quarter of its taxable
year, (i) at least 50% of the value of its total assets consists of cash, cash
items, U.S. Government Securities, and other securities limited generally with
respect to any one issuer to not more than 5% of the total assets of the Fund
and not more than 10% of the outstanding voting securities of such issuer, and
(ii) not more than 25% of the value of its assets is invested in the securities
of any issuer (other than U.S. Government Securities). In order to receive the
favorable tax treatment accorded regulated investment companies and their
shareholders, moreover, the Fund must in general distribute at least 90% of its
interest, dividends, net short-term capital gain, and certain other income each
year.
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It is the policy of the Fund to meet the requirements of the Code to
qualify as a regulated investment company that is taxed pursuant to Subchapter M
of the Code. One of these requirements is that less than 30% of the Fund's
gross income must be derived from gains from sale or other disposition of
securities held for less than three months (with special rules applying to
so-called designated hedges). Accordingly, the Fund will be restricted in
selling securities held or considered under Code rules to have been held less
than three months, and in engaging in other activities which may cause the
Fund's holding period in certain of its assets to be less than three months.
This discussion of the federal income tax and state tax treatment of the
Fund and its shareholders is based on the law as of the date of this Statement
of Additional Information.
PERFORMANCE INFORMATION
Average annual total return of a class of shares of the Fund for one-,
five-, and ten-year periods (or for such shorter periods as such shares have
been offered) is determined by calculating the actual dollar amount of
investment return on a $1,000 investment in that class of shares at the
beginning of the period, and then calculating the annual compounded rate of
return which would produce that amount. Total return for a period of one year
or less is equal to the actual return of that class of shares during that
period. Total return calculations assume reinvestment of the Fund's
distributions at net asset value on their respective reinvestment dates. Total
return may be presented for other periods.
From time to time, Schroder may reduce its compensation or assume expenses
of the Fund in order to reduce the Fund's expenses, as described in the Fund's
current Prospectuses. Any such waiver or assumption would increase the Fund's
total return during the period of the waiver or assumption.
ORGANIZATION AND CAPITALIZATION
The Trust is an open-end investment company established under the laws of
The Commonwealth of Massachusetts by an Agreement and Declaration of Trust dated
May 6, 1993.
The Fund is one of five series of shares of the Trust. Shares entitle
their holders to one vote per share, with fractional shares voting
proportionally; however, a separate vote will be taken by each series or class
of shares on matters affecting the particular series or class, as determined by
the Trustees. For example, a change in a fundamental investment policy for the
Fund would be voted upon only by shareholders of the Fund and a change to a
distribution plan relating to a particular class and requiring shareholder
approval would be voted upon only by shareholders of that class. Additionally,
approval of the Management Contract is a matter to be determined separately by
the Fund. Shares have noncumulative voting rights. Although the Trust is not
required to hold annual meetings of its shareholders, shareholders have the
right to call a meeting to elect or remove Trustees or to take other actions as
provided in the Declaration of Trust. Shares have no preemptive or subscription
rights, and are transferable. Shares are entitled to dividends as declared by
the Trustees, and if the Fund were liquidated, each class of shares of the Fund
would receive the net assets of the series attributable to the class. Because
Investor and Advisor Shares are subject to different expenses, dividends and
other distributions of the Fund will normally differ
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between the two classes. The Trust may suspend the sale of Fund shares at any
time and may refuse any order to purchase Fund shares.
The Trust may create additional series from time to time with different
investment objectives and policies. The Fund may offer additional classes of
shares subject to different expenses and other features.
PRINCIPAL UNDERWRITER
Schroder Fund Advisors Inc. is the principal underwriter of the continually
offered shares of the Fund. Schroder Fund Advisors Inc. is not obligated to
sell any specific amount of shares of the Fund and will purchase shares of the
Fund for resale only against orders for shares.
DISTRIBUTION PLAN FOR ADVISOR SHARES. The Fund has adopted a Distribution
Plan pursuant to which the Fund may pay Schroder Fund Advisors Inc. compensation
in an amount limited in any fiscal year to the annual rate of 0.50% of the
Fund's average daily net assets attributable to Advisor Shares. The Fund
presently makes no payments under the Distribution Plan, although the Trustees
may at any time authorize payments at an annual rate of up to 0.50% of the
Fund's average daily net assets attributable to Advisor Shares.
The various costs and expenses that may be paid or reimbursed under the
Distribution Plan include advertising expenses, costs of printing prospectuses
and other materials to be given or sent to prospective investors, expenses of
sales employees or agents of Schroder Fund Advisors Inc., including salary,
commissions, travel and related expenses in connection with the distribution of
Advisor Shares, payments to broker-dealers who advise shareholders regarding the
purchase, sale, or retention of Advisor Shares, and payments to banks, trust
companies, broker-dealers (other than Schroder Fund Advisors Inc.) or other
financial organizations.
The Distribution Plan may not be amended to increase materially the amount
of distribution expenses permitted thereunder without the approval of a majority
of the outstanding Advisor Shares of the Fund. Any other material amendment to
the Distribution Plan must be approved both by a majority of the Trustees and a
majority of those Trustees ("Qualified Trustees") who are not "interested
persons" (as defined in the Investment Company Act of 1940) of the Trust, and
who have no direct or indirect financial interest in the operation of the
Distribution Plan or in any related agreement, by vote cast in person at a
meeting called for the purpose. The Distribution Plan will continue in effect
for successive one-year periods provided each such continuance is approved by a
majority of the Trustees and the Qualified Trustees by vote cast in person at a
meeting called for the purpose. The Distribution Plan may be terminated at any
time by vote of a majority of the Qualified Trustees or by vote of a majority of
the Fund's outstanding Advisor Shares.
CUSTODIAN
State Street Bank and Trust Company, 225 Franklin Street, Boston,
Massachusetts 02110 is the custodian of the Fund's assets. The custodian's
responsibilities include safeguarding and controlling the Fund's cash and
securities, handling the receipt and delivery of securities, and collecting
interest and dividends on the Fund's investments. The custodian does not
determine the
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investment policies of the Fund or decide which securities the Fund will buy or
sell. Boston Financial Data Services, Inc., Two Heritage Drive, Quincy,
Massachusetts 02171, serves as registrar and transfer agent for the Fund.
INDEPENDENT AUDITORS
Arthur Andersen LLP, independent accountants, provide audit services, tax
return preparation services, and assistance and consultation in connection with
the Fund's and the Trust's various Securities and Exchange Commission filings.
SHAREHOLDER LIABILITY
Under Massachusetts law, shareholders could, under certain circumstances,
be held personally liable for the obligations of the Trust. However, the
Agreement and Declaration of Trust disclaims shareholder liability for acts or
obligations of the Trust and requires that notice of such disclaimer be given in
each agreement, obligation, or instrument entered into or executed by the Trust
or the Trustees. The Agreement and Declaration of Trust provides for
indemnification out of the Fund's property for all loss and expense of any
shareholder held personally liable for the obligations of the Fund. Thus the
risk of a shareholder's incurring financial loss on account of shareholder
liability is limited to circumstances in which the Fund would be unable to meet
its obligations.
OTHER INFORMATION
The Prospectuses and this Statement, together, do not contain all of the
information set forth in the Registration Statement of Schroder Series Trust, as
amended, filed with the Securities and Exchange Commission. Certain information
is omitted in accordance with rules and regulations of the Commission. The
Registration Statement may be inspected at the Public Reference Room of the
Commission at Room 1024, 450 Fifth Street, N.W., Judiciary Plaza, Washington,
D.C. 20549, and copies thereof may be obtained from the Commission at
prescribed rates.
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<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 MidCap 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) - Agreement and Declaration of Trust*
(2) - 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 MidCap 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*
(B) - Powers of Attorney for Messrs. Gibson, Knight, Dinkins,
Howell, Williams, and Jackowitz*
<PAGE>
__________________________________
* 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 July 15, 1997, the number of shareholders of record of each Fund
(other than the MidCap Value Fund) was as follows:
FUND # RECORD SHAREHOLDERS
Schroder Equity Value Fund 229
Schroder Small Capitalization
Value Fund 382
Schroder Investment Grade
Income Fund 70
Schroder High Yield Income Fund 0
Schroder Short-Term Investment Fund 59
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,
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<PAGE>
whether civil or criminal, before any court or administrative or legislative
body, in which such Covered Person may be or may have been involved as a party
or otherwise or with which such Covered Person may be or may have been
threatened, while in office or thereafter, by reason of being or having been
such a Covered Person except with respect to any matter as to which such Covered
Person shall have been finally adjudicated in any such action, suit or other
proceeding (a) not to have acted in good faith in the reasonable belief that
such Covered Person's action was in the best interests of the Trust or (b) to be
liable to the Trust or 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
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<PAGE>
"Covered Person" shall include such person's heirs, executors and
administrators, and a "disinterested Trustee" is a Trustee who is not an
"interested person" of the Trust as defined in Section 2(a)(19) of the 1940 Act
(or who has been exempted from being an "interested person" by any rule,
regulation or order of the Securities and Exchange Commission) and against whom
none of such actions, suits or other proceedings or another action, suit or
other proceeding on the same or similar grounds is then or has been pending.
Nothing contained in this Article shall affect any rights to indemnification to
which personnel of the Trust, other than Trustees or officers, and other persons
may be entitled by contract or otherwise under law, nor the power of the Trust
to purchase and maintain liability insurance on behalf of any such person.
---------------
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 with Positions and Offices with
Name Registrant 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; Chief 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
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<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.
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<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 16th day of July, 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 16th day of July, 1997.
SIGNATURE TITLE
* President of the Trust
- --------------------------
Ashbel C. Williams, Jr.
* Treasurer; Principal Financial
- -------------------------- Officer; Principal Accounting
Robert Jackowitz Officer
* Trustee
- --------------------------
David N. Dinkins
* Trustee
- --------------------------
David Gibson
* Trustee
- --------------------------
John I. Howell
* Trustee
- --------------------------
Peter S. Knight
* By: /s/ Catherine A. Mazza
------------------------
Catherine A. Mazza
Attorney-In-Fact
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EXHIBIT INDEX
EXHIBIT NO. TITLE PAGE
None.
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