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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24F-2
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1. Name and address of issuer: Schroder Series Trust, 787 Seventh Avenue,
New York, NY 10019
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2. Name of each series or class of funds for which this notice is filed:
Schroder High Yield Income Fund
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3. Investment Company Act File Number: 811-7840
Securities Act File Number: 33-65632
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4. Last day of fiscal year for which this notice is filed: June 16, 1997*
*Pursuant to paragraph (b)(3) of Rule 24f-2, this Notice is filed for the
fiscal period from November 1, 1996, the first day of Schroder High Yield
Income Fund's most recent fiscal year, through June 16, 1997, the date on
which Fund ceased operations.
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5. Check box if this notice is being filed more than 180 days after the close
of the issuer's fiscal year for purposes of reporting securities sold
after the close of the fiscal year but before termination of the issuer's
24f-2 declaration:
[ ]
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6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see Instruction A.6):
N/A
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7. Number and amount of securities of the same class or series which had
been registered under the Securities Act of 1933 other than pursuant to
rule 24f-2 in a prior fiscal year, but which remained unsold at the
beginning of the fiscal year:
None
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8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
None
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9. Number and aggregate sale price of securities sold during the fiscal year:
Number: 231,562.352 Aggregate Sale Price: $2,012,506.12
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10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
Number: 231,562.352 Aggregate Sale Price: $2,012,506.12
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11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable (see
Instruction B.7):
Number: 93,598.484 Aggregate Sale Price: $801,621.21
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12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during
the fiscal year in reliance on rule 24f-2
(from Item 10): $ 2,012,506.12
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(ii) Aggregate price of shares issued in connec-
tion with dividend reinvestment plans (from
Item 11, if applicable): + 801,621.21
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(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year (if
applicable): - 2,814,127.33
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(iv) Aggregate price of shares redeemed or
repurchased and previously applied as a
reduction to filing fees pursuant to
rule 24e-2 (if applicable): + 0
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(v) Net aggregate price of securities sold
and issued during the fiscal year in reliance
on rule 24f-2 [line (i), plus line (ii), less
line (iii), plus line (iv)] (if applicable): 0
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(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable
law or regulation (see Instruction C.6): x 1/3300
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(vii) Fee due [line (i) or line (v) multiplied by
line (vi)]: $ 0
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INSTRUCTION: ISSUERS SHOULD COMPLETE LINES (II), (III), (IV), AND (V) ONLY IF
THE FORM IS BEING FILED WITHIN 60 DAYS AFTER THE CLOSE OF THE
ISSUER'S FISCAL YEAR. See Instruction C.3.
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13. Check box if fees are being remitted to the Commission's lockbox depository
as described in section 3a of the Commission's Rules of Informal and Other
Procedures (17 CRF 202.3a). [ ]
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository: N/A
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SIGNATURES
A copy of the Agreement and Declaration of Trust of the 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 Trust by an
officer of the Trust as an officer and not individually and the obligations of
the Trust arising out of this instrument are not binding upon any of the
trustees, officers, or shareholders of the Trust individually but are binding
only upon the assets and property of the Trust.
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
By (Signature and Title)* /s/ Robert Jackowitz, Treasurer
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Robert Jackowitz, Treasurer
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Date 8/7/97
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*Please print the name and title of the signing officer below the signature.
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ROPES & GRAY
ONE INTERNATIONAL PLACE
BOSTON, MASSACHUSETTS 02110-2624
(617) 951-7000
Telecopier (617) 951-7050
August 8, 1997
Schroder Series Trust
787 Seventh Avenue
New York, NY 10019
Ladies and Gentlemen:
We are furnishing this opinion in connection with your filing with the
Securities and Exchange Commission of an Annual Notice of Securities Sold
(the "Notice") pursuant to Rule 24f-2 (the "Rule") under the Investment
Company Act of 1940, as amended, making definite the registration of
325,160.836 shares of beneficial interest (the "Shares") of Schroder High
Yield Income Fund (the "Fund"), a series of Schroder Series Trust (the
"Trust"), issued during the Fund's fiscal period from November 1, 1996
through June 16, 1997, the date the Fund ceased operations.
We have examined copies of (i) the Agreement and Declaration of Trust of
the Trust as on file at the office of the Secretary of State of The
Commonwealth of Massachusetts, which provides for an unlimited number of
authorized shares of beneficial interest, and (ii) the Trust's Bylaws, which
provide for the issue and sale by the Trust of such shares. We have also
examined (i) a copy of the Notice, and (ii) a certificate of the Treasurer of
the Trust stating that all of the Shares were recorded as issued and that the
appropriate consideration therefor as provided in the Trust's Bylaws was
received by the Trust.
We assume that appropriate action has been taken to register or qualify
the sale of the Shares under any applicable state and federal laws regulating
offerings and sales of securities, and that the Notice will be timely filed
with the Securities and Exchange Commission.
Based upon the foregoing, we are of the opinion that:
1. The Trust is a legally organized and validly existing voluntary
association with transferable shares of beneficial interest under the laws of
The Commonwealth of Massachusetts and is authorized to issue an unlimited
number of shares of beneficial interest.
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Schroder Series Trust -2- August 8, 1997
2. The Shares were validly issued, fully paid, and non-assessable by
the Trust.
The Trust is an entity of the type commonly known as a "Massachusetts
business trust." Under Massachusetts law, shareholders of the Trust 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 its Trustees. The
Agreement and Declaration of Trust provides for indemnification out of the
property of the particular series of shares for all loss and expense of any
shareholder of that series held personally liable for the obligations of that
series solely by reason of his being or having been a shareholder. Thus, the
risk of a shareholder's incurring financial loss on account of shareholder
liability is limited to circumstances in which that series of shares itself
would be unable to meet its obligations.
We consent to this opinion accompanying the Notice.
Very truly yours,
/s/ Ropes & Gray
