<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
Schroder Series Trust
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE>
SCHRODER SERIES TRUST
787 SEVENTH AVENUE
NEW YORK, NEW YORK 10019
November 7, 1997
DEAR SHAREHOLDER:
You are cordially invited to attend the Meeting of Shareholders of
Schroder Series Trust to be held on Monday, December 8, 1997, at 3:30 p.m.,
Eastern time, at the offices of the Trust at 787 Seventh Avenue, New York,
New York. At the Meeting, shareholders will be asked to vote on the election
of Trustees of the Trust.
Although the Trustees would like very much to have each shareholder
attend the Meeting, they realize that this is not possible. Whether or not
you plan to be present at the Meeting, your vote is needed. PLEASE COMPLETE,
SIGN, AND RETURN THE ENCLOSED PROXY CARD PROMPTLY. A POSTAGE-PAID ENVELOPE
IS ENCLOSED FOR THIS PURPOSE.
We look forward to seeing you at the Meeting or receiving your proxy so
your shares may be voted at the Meeting.
Sincerely yours,
/s/ Ashbel C. Williams
Ashbel C. Williams, Jr.
President
SHAREHOLDERS ARE URGED TO SIGN AND RETURN THE ENCLOSED PROXY IN THE ENCLOSED
ENVELOPE SO AS TO BE REPRESENTED AT THE MEETING.
<PAGE>
SCHRODER SERIES TRUST
---------------------------
NOTICE OF MEETING OF SHAREHOLDERS
---------------------------
A Meeting of Shareholders of Schroder Series Trust (the "Trust") will be
held at the offices of the Trust at 787 Seventh Avenue, New York, New York,
on Monday, December 8, 1997, at 3:30 p.m., Eastern time, for the following
purposes:
1. To elect Trustees of the Trust.
2. To consider and act upon such other matters as may properly come
before the Meeting.
Shareholders of record as of the close of business on October 13, 1997
are entitled to notice of and to vote at the Meeting.
By order of the Trustees
Alexandra Poe
Clerk
November 7, 1997
<PAGE>
SCHRODER SERIES TRUST
787 SEVENTH AVENUE
NEW YORK, NEW YORK 10019
---------------------------
PROXY STATEMENT
---------------------------
THE ENCLOSED PROXY IS SOLICITED BY THE TRUSTEES OF SCHRODER SERIES TRUST
(THE "TRUST") FOR USE AT THE MEETING OF SHAREHOLDERS OF THE TRUST TO BE HELD
ON DECEMBER 8, 1997, AT 3:30 P.M., EASTERN TIME, AT THE OFFICES OF THE TRUST
AT 787 SEVENTH AVENUE, NEW YORK, NEW YORK, AND AT ANY ADJOURNMENT THEREOF.
Shareholders of record as of the close of business on October 13, 1997 (the
"Record Date") are entitled to vote at the Meeting or any adjourned session.
These proxy materials are first being made available to shareholders on or
about November 7, 1997.
Shares represented by duly executed proxies will be voted in accordance
with the specification made. If no specification is made, shares will be
voted in accordance with the recommendation of the Trustees. You may revoke
a proxy at any time before it is exercised, by sending or delivering a
written revocation to the Clerk of the Trust (which will be effective when it
is received by the Clerk), by properly executing a later-dated proxy, or by
attending the Meeting, requesting return of your proxy, and voting in person.
COPIES OF THE MOST RECENT ANNUAL AND SEMI-ANNUAL REPORTS ISSUED BY THE
TRUST MAY BE OBTAINED WITHOUT CHARGE. FOR COPIES, PLEASE CALL THE TRUST AT
1-800-464-3108 OR WRITE THE TRUST AT 787 SEVENTH AVENUE, NEW YORK, NEW YORK
10019.
1
<PAGE>
I. ELECTION OF TRUSTEES
The Trustees of the Trust have fixed the number of Trustees at eight and
are proposing that shareholders elect the HON. DAVID N. DINKINS, MESSRS.
PETER E. GUERNSEY, JOHN I. HOWELL, PETER S. KNIGHT, CLARENCE F. MICHALIS,
HERMANN C. SCHWAB, and MARK J. SMITH, and MS. SHARON L. HAUGH to serve as
Trustees of the Trust. Messrs. Dinkins, Howell, and Knight currently serve
as Trustees of the Trust. Information as to each of the nominees is provided
below. Ms. Madelon DeVoe Talley, who had served as a Trustee of the Trust
since June 25, 1996, died in July 1997. Mr. David Gibson, who has served as
a Trustee of the Trust since February 1997, has notified the Trust of his
intention to resign his position as Trustee as of the time of the Meeting.
Each of the nominees for election, other than Messrs. Dinkins and Knight
and Ms. Haugh, currently serves as a Trustee of Schroder Capital Funds,
Schroder Capital Funds II, and Schroder Capital Funds (Delaware), the other
open-end investment companies in the Schroder complex. The Trustees of each
of those investment companies have nominated Messrs. Dinkins and Knight and
Ms. Haugh to serve as Trustees of those investment companies. If each of the
nominees for Trustee of the Trust and of each of those investment companies
is elected by shareholders, the same individuals would then serve as Trustees
of each of those investment companies.
None of the nominees for election as Trustee, other than Mr. Smith and
Ms. Haugh, is an "interested person" of the Trust, of Schroder Capital
Management Inc., the Trust's investment adviser ("Schroder"), or of Schroder
Fund Advisors Inc., the Trust's principal underwriter. Mr. Smith and Ms.
Haugh are interested persons by virtue of their positions with Schroder and
its affiliates, as is Mr. Gibson.
The following table presents information about each of the nominees for
election as Trustee of the Trust, and about each of the executive officers of
the Trust. Each of the nominees for Trustee has agreed to serve if elected.
However, if any of them declines or becomes unavailable for election, the
proxy confers discretionary power on the persons named as proxy therein to
vote in favor of substitute nominees. Each of the persons named as an
officer has been elected to the indicated office by the Trustees and serves
at the pleasure of the Trustees. Each such officer's principal occupation is
as an employee or officer of Schroder or its affiliates. Each officer's
principal occupation for the past five years is listed; similar prior
positions within the same company are omitted.
2
<PAGE>
TRUSTEES AND OFFICERS
NAME, POSITION WITH TRUST;
PRINCIPAL OCCUPATION;
BUSINESS EXPERIENCE DURING TRUSTEE OR
THE PAST FIVE YEARS AGE OFFICER SINCE
- --------------------------- --- --------------
TRUSTEES
David N. Dinkins 69 1994
Trustee of the Trust. Professor, Columbia
University School of International and
Public Affairs; Director, American Stock
Exchange; Carver Federal Savings Bank;
Transderm Laboratories Corporation; The
Cosmetic Center, Inc. Formerly, Mayor, City
of New York.
John I. Howell 80 1996
Trustee of the Trust. Trustee, Schroder
Capital Funds, Schroder Capital Funds II,
and Schroder Capital Funds (Delaware);
Director, Schroder Asian Growth Fund, Inc.;
American International Life Assurance
Company of New York; private consultant
since 1987.
Peter S. Knight 46 1993
Trustee of the Trust. Partner, Wunder,
Knight, Levine, Thelen & Forcey; Director,
Comsat Corp.; Medicis Pharmaceutical Corp.;
Whitman Education Group Inc. Formerly,
Campaign Manager, Clinton/Gore '96.
3
<PAGE>
NAME, POSITION WITH TRUST;
PRINCIPAL OCCUPATION;
BUSINESS EXPERIENCE DURING TRUSTEE OR
THE PAST FIVE YEARS AGE OFFICER SINCE
- --------------------------- --- --------------
Peter E. Guernsey 76 --
Trustee of Schroder Capital Funds, Schroder
Capital Funds II, and Schroder Capital Funds
(Delaware); Director, Schroder Asian Growth
Fund, Inc. Formerly, Senior Vice President,
Marsh & McLennan, Inc.
Sharon L. Haugh* 50 --
Chairman, Schroder Capital Management Inc.;
Executive Vice President and Executive
Director, Schroder Capital Management
International Inc.; Chairman and Director,
Schroder Fund Advisors Inc.
Clarence F. Michalis 75 --
Trustee of Schroder Capital Funds, Schroder
Capital Funds II, and Schroder Capital Funds
(Delaware); Chairman of the Board of
Directors, Josiah Macy, Jr. Foundation.
Hermann C. Schwab 77 --
Trustee of Schroder Capital Funds, Schroder
Capital Funds II, and Schroder Capital Funds
(Delaware); Trustee, St. Luke's/Roosevelt
Hospital Center. Formerly, consultant to
Schroder Capital Management International Inc.
4
<PAGE>
NAME, POSITION WITH TRUST;
PRINCIPAL OCCUPATION;
BUSINESS EXPERIENCE DURING TRUSTEE OR
THE PAST FIVE YEARS AGE OFFICER SINCE
- --------------------------- --- --------------
Mark J. Smith* 36 --
Vice President of the Trust. Director and
First Vice President, Schroder Capital
Management Inc. and Schroder Capital
Management International Inc.; Director,
Schroder Investment Management Ltd.;
Director, Schroder Fund Advisors Inc.;
Trustee, Schroder Capital Funds, Schroder
Capital Funds II, and Schroder Capital Funds
(Delaware); Vice President, Schroder Asian
Growth Fund, Inc.; Director, Schroder
Japanese Warrant Fund Ltd.
__________________
* Each of Ms. Haugh and Mr. Smith is an "interested person", as defined in
the Investment Company Act of 1940, as amended, of the Trust, Schroder,
and Schroder Fund Advisors Inc. by virtue of her or his positions with
Schroder and its affiliates.
5
<PAGE>
NAME, POSITION WITH TRUST;
PRINCIPAL OCCUPATION;
BUSINESS EXPERIENCE DURING TRUSTEE OR
THE PAST FIVE YEARS AGE OFFICER SINCE
- --------------------------- --- --------------
OFFICERS
Ashbel C. Williams, Jr., 42 1995
President of the Trust. President, Schroder
Capital Management Inc. Formerly, Executive
Director, Florida State Board of
Administration.
David Gibson 37 1995
Trustee and Vice President of the Trust.
Director, Schroder Capital Management Inc.;
Director and Senior Vice President, Schroder
Capital Management International Inc.;
Director, Schroder Investment Management Ltd.
Catherine A. Mazza 37 1995
Vice President of the Trust. First Vice
President, Schroder Capital Management
International Inc.; President, Schroder Fund
Advisors Inc.; Vice President, Schroder
Capital Funds, Schroder Capital Funds II,
and Schroder Capital Funds (Delaware).
Formerly, Vice President, Alliance Capital
Management L.P.
Mark J. Smith 36 1995
See above.
6
<PAGE>
NAME, POSITION WITH TRUST;
PRINCIPAL OCCUPATION;
BUSINESS EXPERIENCE DURING TRUSTEE OR
THE PAST FIVE YEARS AGE OFFICER SINCE
- --------------------------- --- --------------
Jane P. Lucas 36 1995
Vice President of the Trust. Director,
Schroder Capital Management Inc.; Director
and Senior Vice President, Schroder Capital
Management International Inc.; Assistant
Director, Schroder Investment Management Ltd.
Alexandra Poe 37 1996
Clerk of the Trust. Vice President, Schroder
Capital Management International Inc.;
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.
Formerly, Attorney, Gordon, Altman,
Butowsky, Weitzen, Shalov & Wein; Vice
President and Counsel, Citibank, N.A.
7
<PAGE>
NAME, POSITION WITH TRUST;
PRINCIPAL OCCUPATION;
BUSINESS EXPERIENCE DURING TRUSTEE OR
THE PAST FIVE YEARS AGE OFFICER SINCE
- --------------------------- --- --------------
Fergal Cassidy 28 1997
Assistant Treasurer and Principal Financial
and Accounting Officer of the Trust. Acting
Controller and Assistant Vice President,
Schroder Capital Management Inc. and
Schroder Capital Management International
Inc.; Treasurer and Chief Financial Officer,
Schroder Fund Advisors Inc. Formerly,
Senior Accountant, Concurrency Management Corp.
The business address of each Trustee and officer of the Trust and of each
nominee is 787 Seventh Avenue, New York, New York 10019. The Trust pays no
compensation to its officers.
The term of office of each person elected as a Trustee will be until he
or she retires, resigns, is removed, or dies or until the next meeting of
shareholders called for the purpose of electing Trustees and until his or her
successor is elected and qualified. The Trust's Agreement and Declaration of
Trust does not provide for the annual election of Trustees. However, in
accordance with the Investment Company Act of 1940, as amended (the "1940
Act"), (i) the Trust will hold a shareholders' meeting for the election of
Trustees at such time as less than a majority of the Trustees holding office
has been elected by shareholders and (ii) if, as a result of a vacancy among
the Trustees, fewer than two-thirds of the Trustees holding office have been
elected by the shareholders, that vacancy may only be filled by a vote of the
shareholders. In addition, Trustees may be removed from office by vote of
the holders of two-thirds of the outstanding shares of the Trust at a meeting
called for the purpose.
The table below shows the shares of the Trust held as of September 30,
1997 by (i) each nominee and current Trustee of the Trust and the President
of the Trust and (ii) all Trustees and officers of the Trust as a group.
Unless otherwise noted, each of the
8
<PAGE>
shareholders named below has to the knowledge of the Trust sole investment
power and sole voting power with respect to the shares of the Trust
beneficially owned.
OWNERSHIP OF
SHARES OF THE PERCENT
TRUSTEES AND NOMINEES TRUST AS OF 10/13/97 OF SHARES
- --------------------- -------------------- ----------
David N. Dinkins. . . . . . . 2,339.247(1) *
Peter S. Knight . . . . . . . 12,437.269(2) *
Peter E. Guernsey . . . . . . -- --
Sharon L. Haugh . . . . . . . -- --
John I. Howell. . . . . . . . -- --
Clarence F. Michalis. . . . . -- --
Hermann C. Schwab . . . . . . -- --
Mark J. Smith . . . . . . . . -- --
Ashbel C. Williams, Jr. . . . -- --
All Trustees and officers
as a group (14 persons). . 14,776.516(3) *
_______________
* Less than 1%
(1) Includes 964.703 shares of the Large Capitalization Equity Fund, 1,052.836
shares of the Investment Grade Income Fund, and 321.708 shares of the
Short-Term Investment Fund.
(2) Includes 7,721.761 shares of the Large Capitalization Equity Fund and
4,715.508 shares of the Small Capitalization Value Fund.
(3) Includes 8,686.464 shares of the Large Capitalization Equity Fund,
4,715.508 shares of the Small Capitalization Value Fund, 1,052.836 shares
of the Investment Grade Income Fund, and 321.708 shares of the Short-Term
Investment Fund.
In the fiscal year of the Trust ended October 31, 1997, the Trustees of
the Trust met five times. Each of the Trustees attended all of the meetings.
Each Trustee who is not an officer or employee of Schroder or its affiliates
received during the year an annual fee of $5,000 from the Trust, and an
additional fee of $1,500 for each Trustees' meeting attended. The Trust pays
no compensation to its officers or to Trustees who are affiliated with
Schroder. There are no audit, nominating, or compensation committees of the
Trustees.
The Trust paid Trustees' fees aggregating $45,750 for the fiscal year
ended October 31, 1997. The following table sets forth information regarding
compensation paid for the fiscal year ended October 31, 1997 to those
Trustees who are not interested persons of the Trust.
9
<PAGE>
COMPENSATION TABLE
- ---------------------------------------------------------------------
(1) (2) (3)
TOTAL COMPENSATION
AGGREGATE FROM TRUST AND
NAME OF COMPENSATION FUND COMPLEX PAID
TRUSTEE FROM TRUST TO TRUSTEES
- ---------------------------------------------------------------------
David N. Dinkins $12,500 $12,500
- ---------------------------------------------------------------------
John I. Howell* $12,500 $27,700
- ---------------------------------------------------------------------
Peter S. Knight $12,500 $12,500
- ---------------------------------------------------------------------
Madelon DeVoe Talley** $8,250 $16,000
- ---------------------------------------------------------------------
* The Total Compensation listed in column (3) for Mr. Howell includes
compensation for his services as a Trustee of Schroder Capital Funds
("SCF"), Schroder Capital Funds II ("SCF II"), and Schroder Capital Funds
(Delaware) ("SCFD"), and as a Director of Schroder Asian Growth Fund, Inc.
("SAGF"). The Trust, SCF, SCF II, SCFD, and SAGF are considered part of
the same "Fund Complex" for this purpose.
** The compensation listed for Ms. DeVoe Talley was for her services as
Trustee from October 31, 1996 through her death in July 1997. The Total
Compensation listed in column (3) for Ms. DeVoe Talley includes compensation
for her services as a Director of SAGF.
The Trustees of the Trust have approved a change to the way in which the
fees payable to the Trustees of the Trust are calculated, to become effective
with the fiscal year beginning on November 1, 1997. Fees will be calculated
and payable on a complex-wide basis: Trustees will receive an annual fee of
$14,000 for their service as Trustees of all of the open-end investment
companies in the Schroder complex, plus $500 per meeting attended in person.
Members of an audit committee for one or more of the investment companies
will receive an additional $1,000. Payment of the annual fees will be
allocated among the various investment companies based on their relative
10
<PAGE>
net assets. Payment of fees for attendance at meetings of Trustees of more
than one investment company will be allocated among the investment companies
in question. In any case where the Trustees meet in respect of only one
investment company, the meeting fees for that meeting will be paid only by
that investment company.
The Trust's Agreement and Declaration of 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
interest 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.
The following persons are known to the Fund to have owned of record or
beneficially (within the meaning of Rule 13d-3 under the Securities Exchange
Act of 1934, as amended), as of September 30, 1997, 5% or more of the
outstanding shares of the following Funds:
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
BENEFICIAL PERCENTAGE OF PERCENTAGE OF
SHAREHOLDER OWNERSHIP FUND SHARES TRUST SHARES
- ------------ ------------- -------------- --------------
<S> <C> <C> <C>
LARGE CAPITALIZATION EQUITY FUND
Schroder & Co. Inc. 1,941,929.217 61.05% 12.57%
Profit Sharing, Savings
Incentive, and Pension Plans(1)
787 Seventh Avenue
New York, NY 10019
Lewco Securities Corp. 465,369.273 14.63% 3.01%
Profit Sharing, Thrift, and
Pension Plans(2)
34 Exchange Place
Jersey City, NJ 07311
</TABLE>
11
<PAGE>
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
BENEFICIAL PERCENTAGE OF PERCENTAGE OF
SHAREHOLDER OWNERSHIP FUND SHARES TRUST SHARES
- ------------ ------------- -------------- --------------
<S> <C> <C> <C>
SMALL CAPITALIZATION VALUE FUND
Schroder & Co. Inc. 1,235,115.414 22.38% 7.99%
Profit Sharing, Savings
Incentive, and Pension Plans(1)
Lewco Securities Corp. 394,555.188 7.15% 2.55%
Profit Sharing, Thrift, and
Pension Plans(2)
Mac & Co. 671,869.156 12.17% 4.35%
A/C # 10260713029, Mutual Fund
Operations, Account 2117
P.O. Box 3198
Pittsburgh, PA 15280-3198
The Bank of New York, 406,423.470 7.36% 2.63%
Trustee for the benefit of
Tri Valley Growers
P.O. Box 11010
New York, NY 10286-1010
The Hillman Foundation Inc. 281,515.771 5.10% 1.82%
2000 Grant Building
Pittsburgh, PA 15219
</TABLE>
12
<PAGE>
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
BENEFICIAL PERCENTAGE OF PERCENTAGE OF
SHAREHOLDER OWNERSHIP FUND SHARES TRUST SHARES
- ------------ ------------- -------------- --------------
<S> <C> <C> <C>
MIDCAP VALUE FUND
Schroder & Co. Inc. 335,477.941 34.60% 2.17%
Pension Plan(1)
Lewco Securities Corp. 48,972.000 5.05% .316%
for the benefit of
A/C # W10-178249-8-01
34 Exchange Place
Jersey City, NJ 07311
Schroders Incorporated 200,000.000 20.63% 1.29%
Seed Account
787 Seventh Avenue
New York, NY 10019
INVESTMENT GRADE INCOME FUND
Schroder & Co. Inc. 1,748,277.946 64.32% 11.31%
Profit Sharing, Savings
Incentive, and Pension Plans(1)
Lewco Securities Corp. 515,989.601 18.98% 3.34%
Profit Sharing, Thrift, and
Pension Plans(2)
</TABLE>
13
<PAGE>
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
BENEFICIAL PERCENTAGE OF PERCENTAGE OF
SHAREHOLDER OWNERSHIP FUND SHARES TRUST SHARES
- ------------ ------------- -------------- --------------
<S> <C> <C> <C>
SHORT-TERM INVESTMENT FUND
Schroder & Co. Inc. 2,465,778.760 80.54% 15.96%
Profit Sharing, Savings
Incentive, and Pension Plans(1)
Lewco Securities Corp. 395,059.173 12.90% 2.56%
Profit Sharing Thrift, and
Pension Plans(2)
</TABLE>
___________________
(1) Certain of the directors, officers, and employees of Schroder and Schroder
Fund Advisors Inc. and their affiliates, and certain of the officers of the
Trust, are participants in one or more of the Plans. The Trust has been
advised by the Plans that the Plans' investment committee is authorized to
vote as to the election of Trustees at the Meeting without soliciting
instructions from Plan participants, and that each of the persons entitled
to direct the manner in which the Plans will vote in respect of such
election is a director, officer, or employee of Schroder & Co. Inc., an
affiliate of Schroder and Schroder Fund Advisors Inc.
(2) Schroder & Co. Inc. owns 80% of the outstanding voting securities of Lewco
Securities Corp. The Trust has been advised by the Plans that the
administrators of the Plans are authorized to vote as to the election of
Trustees at the Meeting without soliciting instructions from Plan
participants, and that each of the persons entitled to direct the manner in
which the Plans will vote in respect of such election is a director,
officer, or employee of Lewco Securities Corp. or its affiliates.
As of the Record Date, there were outstanding 15,452,003.011 shares of
the Trust, including 3,181,007.221 shares of the Large Capitalization Equity
Fund, 5,521,674.397 shares of the Small Capitalization Value Fund,
969,615.705 shares of the MidCap Value Fund, 2,718,258.354 shares of the
Investment Grade Income Fund, and 3,061,447.334 shares of the Short-Term
Investment Fund. Each share is entitled to one vote, with fractional shares
voting proportionally.
14
<PAGE>
The address of Schroder and of Schroder Fund Advisors Inc., the Fund's
principal underwriter, is 787 Seventh Avenue, New York, New York 10019. The
address of State Street Bank and Trust Company, the Trust's administrator, is
225 Franklin Street, Boston, Massachusetts 02110.
THE TRUSTEES UNANIMOUSLY RECOMMEND ELECTION OF EACH NOMINEE FOR TRUSTEE
LISTED ABOVE.
REQUIRED VOTE. The candidates receiving the affirmative vote of a
plurality of the votes cast at the Meeting, if a quorum is present, shall be
elected. Shares of all Funds shall vote together as a single class in
respect of the election of Trustees. Thirty percent (30%) of the shares
entitled to vote at the Meeting shall constitute a quorum for purposes of the
election of Trustees.
II. MISCELLANEOUS
OTHER BUSINESS. The Trustees know of no other business to be brought
before the Meeting. However, if any other matters properly come before the
Meeting, it is the Trustees' intention that proxies which do not contain
specific restrictions to the contrary will be voted on such matters in
accordance with the judgment of the persons named as proxy in the enclosed
form of proxy.
PRINCIPAL UNDERWRITER. Schroder Fund Advisors Inc. is the principal
underwriter of the Trust's shares.
SOLICITATION OF PROXIES. In addition to the solicitation of proxies by
mail, Trustees of the Trust and employees of Schroder or its affiliates may
solicit proxies in person or by telephone. The cost of the solicitation,
other than by those employees, will be borne by the Trust.
ADJOURNMENT. In the event that sufficient votes in favor of the election
of each nominee for Trustee are not received by the time scheduled for the
Meeting, the persons named as proxies may propose one or more adjournments of
the Meeting for a reasonable time after the date set for the original Meeting
to permit further solicitation of proxies with respect to the election of
such nominee. In addition, if, in the judgment
15
<PAGE>
of the persons named as proxies, subsequent developments make it advisable to
defer action on the election of one or more nominees, the persons named as
proxies may propose one or more adjournments of the Meeting for a reasonable
time in order to defer action on such election as they deem advisable. Any
such adjournments will require the affirmative vote of a majority of the
votes cast on the question in person or by proxy at the session of the
Meeting to be adjourned, as required by the Trust's Agreement and Declaration
of Trust and Bylaws. The persons named as proxies will vote in favor of such
adjournment those proxies which they are entitled to vote in favor of the
election of any nominee. They will vote against any such adjournment all
proxies which withhold authority to vote for all of the nominees. The costs
of any such additional solicitation and of any adjourned session will be
borne by the Trust.
TABULATION OF VOTES. Votes cast by proxy or in person at the Meeting
will be counted by one or more persons appointed by the President to act as
tellers for the Meeting. The tellers will count the total number of votes
cast "for" the election of any nominee for purposes of determining whether
sufficient affirmative votes have been cast. The tellers will count shares
represented by proxies that withhold authority to vote or that reflect
abstentions or "broker non-votes" (I.E., shares held by brokers or nominees
as to which (i) instructions have not been received from the beneficial
owners or persons entitled to vote and (ii) the broker or nominee does not
have the discretionary voting power on a particular matter) as shares that
are present and entitled to vote on the matter for purposes of determining
the presence of a quorum. With respect to the election of Trustees, neither
abstentions nor broker non-votes will have any effect on the outcome of the
proposal.
DATE FOR RECEIPT OF SHAREHOLDERS' PROPOSALS FOR SUBSEQUENT MEETINGS OF
SHAREHOLDERS. The Trust's Agreement and Declaration of Trust does not
provide for annual meetings of shareholders, and the Trust does not currently
intend to hold such a meeting in 1998. Shareholder proposals for inclusion
in the Trust's proxy statement for any subsequent meeting must be received by
the Trust a reasonable period of time prior to any such meeting.
16
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SCHRODER SERIES TRUST
PROXY SOLICITED BY TRUSTEES
PROXY FOR MEETING OF SHAREHOLDERS -- DECEMBER 8, 1997
The undersigned hereby appoints Catherine A. Mazza, Alexandra Poe, and
Barbara Gottlieb, and each of them, proxies, with power of substitution to
each, and hereby authorizes them to represent and to vote, as designated
below, at the Meeting of Shareholders of Schroder Series Trust (the "Trust")
on Monday, December 8, 1997, at 3:30 p.m., Eastern time, and at any
adjournments thereof, all of the shares of the Trust which the undersigned
would be entitled to vote if personally present.
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
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<PAGE>
SCHRODER SERIES TRUST / / PLEASE MARK VOTE AS IN THIS EXAMPLE
IF YOU COMPLETE AND SIGN THE PROXY, IT WILL BE VOTED AS YOU INSTRUCT. IF YOU
SIMPLY SIGN THE PROXY, IT WILL BE VOTED FOR ELECTING TRUSTEES AS SET FORTH IN
THE PROXY STATEMENT. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE
UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING AND, IF ANY
NOMINEE FOR TRUSTEE DECLINES OR BECOMES UNAVAILABLE FOR ELECTION, TO VOTE FOR
A SUBSTITUTE NOMINEE. The Trustees recommend a vote FOR the election of each
of the nominees named below.
1. To elect the following named persons to serve as Trustees
of the Trust, each to hold office in accordance with the
Agreement and Declaration of Trust and By-laws:
DAVID N. DINKINS, PETER E. GUERNSEY, SHARON L. HAUGH, JOHN
I. HOWELL, PETER S. KNIGHT, CLARENCE F. MICHALIS, HERMANN
C. SCHWAB AND MARK J. SMITH
FOR ALL WITHHOLD FOR
NOMINEES AS TO ALL ALL EXCEPT
/ / / / / /
TO REFRAIN FROM VOTING FOR ANY INDIVIDUAL NOMINEE, MARK THE
"FOR ALL EXCEPT" BOX AND STRIKE A LINE THROUGH THAT NOMINEE'S
NAME ABOVE.
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR(S) ON
THIS CARD. WHEN SIGNING AS EXECUTOR, ADMINISTRATOR, ATTORNEY,
TRUSTEE, GUARDIAN OR AS CUSTODIAN FOR A MINOR, PLEASE GIVE FULL
TITLE AS SUCH. IF A CORPORATION, PLEASE SIGN IN FULL CORPORATE
NAME AND INDICATE THE SIGNER'S OFFICE. IF A PARTNER, SIGN IN
THE PARTNERSHIP NAME.
Please be sure to sign and date this proxy.
Shareholder sign here_________________ Co-owner sign here___________________
Date__________________________________
RECORD DATE SHARES: Mark box at right if an address / /
change or comment has been noted on
the reverse side of this card.
<PAGE>
If you own shares of more than one Fund, you will receive in the mail a
separate proxy statement and proxy card for each Fund. You should sign and
return a proxy card for EACH FUND of which you are a shareholder. FOR
EXAMPLE, IF YOU OWN SHARES OF THE SCHRODER SMALL CAPITALIZATION VALUE FUND
AND SHARES OF THE SCHRODER MIDCAP VALUE FUND, YOU SHOULD SIGN AND RETURN A
SEPARATE PROXY CARD FOR EACH OF THOSE FUNDS.
