SCHRODER SERIES TRUST, 497, 1998-07-24

SCHRODER SERIES TRUST
497, 1998-07-24

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<PAGE> 1

SCHRODER SERIES TRUST
PROSPECTUS

INVESTOR SHARES

MARCH 1, 1998
as revised August 1, 1998

Schroder Series Trust is an open-end management investment company offering by
this Prospectus Investor Shares of five separate investment portfolios: Schroder
Large Capitalization Equity Fund, Schroder Small Capitalization Value Fund,
Schroder MidCap Value Fund, Schroder Investment Grade Income Fund, and Schroder
Short-Term Investment Fund. Schroder Capital Management Inc. ("Schroder") serves
as investment adviser to each of the Funds. Each Fund pursues its investment
objectives through the investment policies described in this Prospectus.

This Prospectus explains concisely the information that a prospective investor
should know before investing in Investor Shares of the Funds. Please read it
carefully and keep it for future reference. Investors can find more detailed
information about the Trust in the March 1, 1998 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. The Securities and Exchange
Commission maintains an Internet World Wide Web site (at http://www.sec.gov)
which contains the Statement of Additional Information, materials that are
incorporated by reference into this Prospectus and the Statement of Additional
Information, and other information about the Funds.

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.

SHARES OF THE FUNDS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY, ANY FINANCIAL INSTITUTION, ARE NOT INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER AGENCY, AND
INVOLVE RISK, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.
<PAGE> 2

FUNDS AVAILABLE THROUGH SCHRODER FUND ADVISORS INC.
PLEASE CALL 1-800-730-2932 FOR COMPLETE INFORMATION AND TO OBTAIN THE RELEVANT
PROSPECTUS.
PLEASE READ THE PROSPECTUS CAREFULLY BEFORE YOU INVEST.

<TABLE>
<S> <C>
SCHRODER CAPITAL FUNDS (DELAWARE) SCHRODER SERIES TRUST
Schroder International Fund Schroder Large Capitalization
Schroder Emerging Markets Fund Equity Fund
Schroder U.S. Equity Fund Schroder Small Capitalization
Schroder Micro Cap Fund Value Fund
Schroder International Bond Fund Schroder MidCap Value Fund
Schroder U.S. Smaller Companies Fund Schroder Investment Grade Income
Schroder International Smaller Companies Fund Fund
</TABLE>

<PAGE> 3

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SCHRODER SERIES TRUST
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TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
Summary of Expenses......................................... 4
Financial Highlights........................................ 5
Investment Objectives and Policies.......................... 11
Schroder Large Capitalization Equity Fund................. 11
Schroder Small Capitalization Value Fund.................. 12
Schroder MidCap Value Fund................................ 12
Schroder Investment Grade Income Fund..................... 13
Schroder Short-Term Investment Fund....................... 14
Other Investment Practices and Risk Considerations........ 15
Portfolio Turnover........................................ 18
How to Buy Shares........................................... 18
How to Sell Shares.......................................... 20
Exchanges................................................... 20
Determination of Net Asset Value............................ 21
Distributions............................................... 21
Taxes....................................................... 22
Management of the Trust..................................... 22
Performance Information..................................... 24
Additional Information about the Trust...................... 24
Year 2000 Disclosure........................................ 25
</TABLE>

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3
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SCHRODER SERIES TRUST
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SUMMARY OF EXPENSES

Expenses are one of several factors to consider when investing in Investor
Shares of the Funds. The following tables summarize the expenses incurred by
each Fund and attributable to its Investor Shares, based (for all Funds except
the MidCap Value Fund) on its most recent fiscal year. Information for the
MidCap Value Fund is based on estimated expenses for the Fund's current fiscal
year. The Example shows the cumulative expenses attributable to a hypothetical
$1,000 investment in Investor Shares of the Funds over specified periods.

SHAREHOLDER TRANSACTION EXPENSES

<TABLE>
<S> <C>
Maximum Sales Load Imposed on Purchases..................... None
Maximum Sales Load Imposed on Reinvested Dividends.......... None
Deferred Sales Load......................................... None
Redemption Fees............................................. None
Exchange Fees............................................... None
</TABLE>

ANNUAL OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE NET ASSETS)

<TABLE>
<CAPTION>
Schroder Schroder Schroder Schroder Schroder
Large Small MidCap Investment Short-Term
Capitalization Capitalization Value Grade Income Investment
Equity Fund Value Fund Fund Fund Fund
-------------- -------------- -------- ------------ ----------
<S> <C> <C> <C> <C> <C>
Management Fees (after expense
limitation and/or waiver)............ 0.50(1) 0.95 0.68(1) 0.00(1) 0.38(1)
12b-1 Fees............................. None None None None None
Other Expenses......................... 0.48 0.37 0.67 0.83 0.65
Total Fund Operating Expenses (after
expense limitation and/or waiver).... 0.98(1) 1.32 1.35(1) 0.83(1) 1.03(1)
</TABLE>

- ------------------------------
(1)The Management Fees and Total Fund Operating Expenses for Schroder Large
Capitalization Equity Fund, Schroder MidCap Value Fund, Schroder Investment
Grade Income Fund, and Schroder Short-Term Investment Fund reflect expense
limitations and/or fee waivers currently in effect. See "Management of the
Trust" below. In the absence of the limitations and waivers, Management Fees and
Total Fund Operating Expenses, respectively, for Investor Shares of these Funds
would be as follows: Schroder Large Capitalization Equity Fund - 0.75% and
1.23%; Schroder MidCap Value Fund - 0.90% and 1.57%; Schroder Investment Grade
Income Fund - 0.50% and 1.33%; and Schroder Short-Term Investment Fund - 0.40%
and 1.05%.

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4
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SCHRODER SERIES TRUST
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EXAMPLE

Your investment of $1,000 would incur the following expenses, assuming 5% annual
return and redemption at the end of each period:

<TABLE>
<CAPTION>
1 year 3 years 5 years 10 years
Funds: ------ ------- ------- --------
<S> <C> <C> <C> <C>
Schroder Large Capitalization Equity Fund................... $10 $31 $54 $121
Schroder Small Capitalization Value Fund.................... $14 $42 $73 $160
Schroder MidCap Value Fund.................................. $14 $43 -- --
Schroder Investment Grade Income Fund....................... $ 9 $27 $46 $103
Schroder Short-Term Investment Fund......................... $11 $33 $57 $126
</TABLE>

The tables and Example are provided to help you understand the expenses of
investing in Investor Shares of each of the Funds and your share of the
operating expenses of each Fund attributable to its Investor Shares. 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.

FINANCIAL HIGHLIGHTS

The tables on the following pages present per share financial information for
Investor Shares for the life of each Fund through October 31, 1997. This
information has been audited by Arthur Andersen LLP, independent auditors. The
report of Arthur Andersen LLP is incorporated by reference in the Statement of
Additional Information.

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5
<PAGE> 6

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SCHRODER LARGE CAPITALIZATION EQUITY FUND
- --------------------------------------------------------------------------------

FINANCIAL HIGHLIGHTS
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD

<TABLE>
<CAPTION>
PERIOD ENDED
YEAR ENDED OCTOBER 31, OCTOBER 31,
1997 1996 1995 1994 (1)
------ ------ ------ -------------
<S> <C> <C> <C> <C>
NET ASSET VALUE AT BEGINNING OF PERIOD............................... $ 12.18 $ 11.12 $ 9.45 $ 10.00
INCOME FROM INVESTMENT OPERATIONS:
Net Investment Income (2).......................................... 0.10 0.11 0.11 0.06
Net Realized and Unrealized Gain (Loss) on Investments............. 3.04 1.92 1.63 (0.61)
------- ------- ------- -------
TOTAL FROM INVESTMENT OPERATIONS................................... 3.14 2.03 1.74 (0.55)
------- ------- ------- -------
LESS DISTRIBUTIONS:
From Net Investment Income......................................... (0.11) (0.13) (0.07) 0.00
From Net Realized Capital Gains.................................... (0.73) (0.84) 0.00 0.00
------- ------- ------- -------
Total Distributions................................................ (0.84) (0.97) (0.07) 0.00
------- ------- ------- -------

NET ASSET VALUE AT END OF PERIOD..................................... $ 14.48 $ 12.18 $ 11.12 $ 9.45
======= ======= ======= =======
TOTAL RETURN......................................................... 26.18% 19.30% 18.63% (5.50)%(3)
RATIOS & SUPPLEMENTAL DATA
Net Assets at End of Period (000's)................................ $45,552 $42,905 $38,088 $21,309
Ratio of Operating Expenses to Average Net Assets (2).............. 1.23% 1.26% 1.40% 1.30%(4)
Ratio of Net Investment Income to Average Net Assets............... 0.63% 0.94% 1.27% 1.37%(4)
Portfolio Turnover Rate............................................ 64.91% 56.83% 83.15% 102.56%(3)
Average Commission per Share (5)................................... $ 0.06 $ 0.06 - -
</TABLE>

(1) For the period February 16, 1994 (commencement of investment operations)
through October 31, 1994.
(2) Net Investment Income is after reimbursement of certain expenses by Schroder
Capital Management Inc. (See Note 3 to the Trust's financial statements.)
Had the Investment Adviser not undertaken to pay or reimburse expenses
related to the Fund, the Net Investment Income per share and Ratio of
Operating Expenses to Average Net Assets would have been as follows:
1997 - $0.10 and 1.23%; 1996 - $0.11 and 1.26%; 1995 - $0.11 and 1.45%;
1994 - $0.02 and 2.17%, respectively.
(3) Not annualized.
(4) Annualized.
(5) For fiscal years beginning on or after September 1, 1995, a Fund is required
to disclose its average commission rate per share for trades on which
commissions are charged. This rate does not reflect mark-ups, mark-downs or
spreads on shares traded on a principal basis.

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6
<PAGE> 7

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SCHRODER SMALL CAPITALIZATION VALUE FUND
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FINANCIAL HIGHLIGHTS
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD

<TABLE>
<CAPTION>
PERIOD ENDED
YEAR ENDED OCTOBER 31, OCTOBER 31,
1997 1996 1995 1994 (2)
------ ------ ------ ------------
<S> <C> <C> <C> <C>
NET ASSET VALUE AT BEGINNING OF PERIOD................................ $ 13.05 $ 10.77 $ 9.77 $ 10.00
INCOME FROM INVESTMENT OPERATIONS:
Net Investment Income (Loss) (2).................................... (0.05) (0.05) (0.03) 0.00
Net Realized and Unrealized Gain (Loss) on Investments.............. 5.65 2.34 1.03 (0.23)
------- ------- ------- --------
TOTAL FROM INVESTMENT OPERATIONS.................................... 5.60 2.29 1.00 (0.23)
------- ------- ------- --------
LESS DISTRIBUTIONS:
From Net Realized Capital Gains..................................... (0.98) (0.01) 0.00 0.00
------- ------- ------- --------
Total Distributions................................................. (0.98) (0.01) 0.00 0.00
------- ------- ------- --------
NET ASSET VALUE AT END OF PERIOD...................................... $ 17.67 $ 13.05 $ 10.77 $ 9.77
======= ======= ======= ========
TOTAL RETURN.......................................................... 48.46% 21.17% 10.27% (2.30)%(3)
RATIOS & SUPPLEMENTAL DATA
Net Assets at End of Period (000's)................................. $96,709 $48,614 $47,929 $ 21,193
Ratio of Operating Expenses to Average Net Assets (2)............... 1.32% 1.43% 1.56% 1.45%(4)
Ratio of Net Investment Income to Average Net Assets................ (0.36)% (0.34)% (0.29)% 0.17%(4)
Portfolio Turnover Rate............................................. 77.48% 81.63% 45.74% 18.53%(3)
Average Commission per Share (5).................................... $ 0.06 $ 0.06 - -
</TABLE>

(1) For the period February 16, 1994 (commencement of investment operations)
through October 31, 1994.
(2) Net Investment Income is after reimbursement of certain expenses by Schroder
Capital Management Inc. (See Note 3 to the Trust's financial statements.)
Had the Investment Adviser not undertaken to pay or reimburse expenses
related to the Fund, the Net Investment Income per share and Ratio of
Operating Expenses to Average Net Assets would have been as follows:
1997 - $(0.05) and 1.32%; 1996 - $(0.05) and 1.43%; 1995 - $(0.03) and
1.62%; 1994 - $(0.04) and 3.15%, respectively.
(3) Not annualized.
(4) Annualized.
(5) For fiscal years beginning on or after September 1, 1995, a Fund is required
to disclose its average commission rate per share for trades on which
commissions are charged. This rate does not reflect mark-ups, mark-downs or
spreads on shares traded on a principal basis.

- --------------------------------------------------------------------------------
7
<PAGE> 8

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SCHRODER MIDCAP VALUE FUND
- --------------------------------------------------------------------------------

FINANCIAL HIGHLIGHTS
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD

<TABLE>
<CAPTION>
PERIOD ENDED
OCTOBER 31,
1997 (1)
------------
<S> <C>
NET ASSET VALUE AT BEGINNING OF PERIOD........................................................ $ 10.00
INCOME FROM INVESTMENT OPERATIONS:
Net Investment Income (Loss) (2)............................................................ 0.00
Net Realized and Unrealized Gain on Investments............................................. 0.36
--------
TOTAL FROM INVESTMENT OPERATIONS............................................................ 0.36
--------
LESS DISTRIBUTIONS:
From Net Realized Capital Gains............................................................. 0.00
--------
Total Distributions......................................................................... 0.00
--------
NET ASSET VALUE AT END OF PERIOD.............................................................. $ 10.36
========
TOTAL RETURN.................................................................................. 3.60%(3)
RATIOS & SUPPLEMENTAL DATA
Net Assets at End of Period (000's)......................................................... $ 10,066
Ratio of Operating Expenses to Average Net Assets (2)....................................... 1.35%(4)
Ratio of Net Investment Income to Average Net Assets........................................ (0.13)%(4)
Portfolio Turnover Rate..................................................................... 11.96%(3)
Average Commission per Share (5)............................................................ $ 0.06
</TABLE>
(1) For the period August 1, 1997 (commencement of investment operations)
through October 31, 1997.
(2) Net Investment Income is after reimbursement of certain expenses by Schroder
Capital Management Inc. (See Note 3 to the Trust's financial statements.)
Had the Investment Adviser not undertaken to pay or reimburse expenses
related to the Fund, the Net Investment Income per share and Ratio of
Operating Expenses to Average Net Assets would have been as follows:
1997 - $(0.06) and 4.33%.
(3) Not annualized.
(4) Annualized.
(5) For fiscal years beginning on or after September 1, 1995, a Fund is required
to disclose its average commission rate per share for trades on which
commissions are charged. This rate does not reflect mark-ups, mark-downs or
spreads on shares traded on a principal basis.

- --------------------------------------------------------------------------------
8
<PAGE> 9

- --------------------------------------------------------------------------------
SCHRODER INVESTMENT GRADE INCOME FUND
- --------------------------------------------------------------------------------

FINANCIAL HIGHLIGHTS
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD

<TABLE>
<CAPTION>
PERIOD ENDED
YEAR ENDED OCTOBER 31, OCTOBER 31,
1997 1996 1995 1994 (1)
------ ------ ------ ------------
<S> <C> <C> <C> <C>
NET ASSET VALUE AT BEGINNING OF PERIOD................................ $ 9.70 $ 9.93 $ 9.14 $ 10.00
INCOME FROM INVESTMENT OPERATIONS:
Net Investment Income (2)........................................... 0.49 0.53 0.59 0.34
Net Realized and Unrealized Gain (Loss) on Investments.............. 0.16 (0.11) 0.79 (0.83)
------- ------- ------- --------
TOTAL FROM INVESTMENT OPERATIONS.................................... 0.65 0.42 1.38 (0.49)
------- ------- ------- --------
LESS DISTRIBUTIONS:
From Net Investment Income.......................................... (0.49) (0.53) (0.59) (0.34)
From Net Realized Capital Gains..................................... (0.09) (0.12) 0.00 0.00
Tax Return of Capital............................................... 0.00 0.00 0.00 (0.03)
------- ------- ------- --------
Total Distributions................................................. (0.58) (0.65) (0.59) (0.37)
------- ------- ------- --------
NET ASSET VALUE AT END OF PERIOD...................................... $ 9.77 $ 9.70 $ 9.93 $ 9.14
======= ======= ======= ========
TOTAL RETURN.......................................................... 7.68% 4.38% 15.62% (4.90)%(3)
RATIOS & SUPPLEMENTAL DATA
Net Assets at End of Period (000's)................................. $26,683 $23,708 $23,704 $ 12,905
Ratio of Operating Expenses to Average Net Assets (2)............... 1.12% 1.12% 1.06% 0.87%(4)
Ratio of Net Investment Income to Average Net Assets................ 5.58% 5.46% 6.35% 6.39%(4)
Portfolio Turnover Rate............................................. 43.65% 68.76% 113.50% 115.63%(3)
</TABLE>

(1) For the period February 22, 1994 (commencement of investment operations)
through October 31, 1994.
(2) Net Investment Income is after reimbursement of certain expenses by Schroder
Capital Management Inc. (See Note 3 to the Trust's financial statements.)
Had the Investment Adviser not undertaken to pay or reimburse expenses
related to the Fund, the Net Investment Income per share and Ratio of
Operating Expenses to Average Net Assets would have been as follows:
1997 -- $0.47 and 1.33%; 1996 -- $0.52 and 1.24%; 1995 -- $0.56 and 1.50%;
1994 -- $0.21 and 3.98%, respectively.
(3) Not annualized.
(4) Annualized.

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9
<PAGE> 10

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SCHRODER SHORT-TERM INVESTMENT FUND
- --------------------------------------------------------------------------------

FINANCIAL HIGHLIGHTS
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD

<TABLE>
<CAPTION>
PERIOD ENDED
YEAR ENDED OCTOBER 31, OCTOBER 31,
1997 1996 1995 1994 (1)
------ ------ ------ ------------
<S> <C> <C> <C> <C>
NET ASSET VALUE AT BEGINNING OF PERIOD................................ $ 9.87 $ 9.88 $ 9.88 $ 10.00
INCOME FROM INVESTMENT OPERATIONS:
Net Investment Income (2)........................................... 0.46 0.45 0.49 0.30
Net Realized and Unrealized Gain (Loss) on Investments.............. (0.00) 0.00 0.00 (0.12)
------- ------- ------- --------
TOTAL FROM INVESTMENT OPERATIONS.................................... 0.46 0.45 0.49 0.18
------- ------- ------- --------
LESS DISTRIBUTIONS:
From Net Investment Income.......................................... (0.46) (0.45) (0.49) (0.30)
In Excess of Net Investment Income.................................. 0.00 (0.01) 0.00 0.00
------- ------- ------- --------
Total Distributions................................................. (0.46) (0.46) (0.49) (0.30)
------- ------- ------- --------
NET ASSET VALUE AT END OF PERIOD...................................... $ 9.87 $ 9.87 $ 9.88 $ 9.88
======= ======= ======= ========
TOTAL RETURN.......................................................... 4.74% 4.63% 5.02% 1.83%(3)
RATIOS & SUPPLEMENTAL DATA
Net Assets at End of Period (000's)................................. $27,346 $30,527 $33,936 $ 30,771
Ratio of Operating Expenses to Average Net Assets (2)............... 1.03% 1.00% 0.95% 0.78%(4)
Ratio of Net Investment Income to Average Net Assets................ 4.64% 4.50% 4.91% 4.48%(4)
Portfolio Turnover Rate............................................. 65.57% 154.66% 27.86% 71.38%(3)
</TABLE>

(1) For the period January 11, 1994 (commencement of investment operations)
through October 31, 1994.
(2) Net Investment Income is after reimbursement of certain expenses by Schroder
Capital Management Inc. (See Note 3 to the Trust's financial statements.)
Had the Investment Adviser not undertaken to pay or reimburse expenses
related to the Fund, the Net Investment Income per share and Ratio of
Operating Expenses to Average Net Assets would have been as follows:
1997 -- $0.46 and 1.05%; 1996 -- $0.45 and 1.00%; 1995 -- $0.47 and 1.08%;
1994 -- $0.24 and 1.66%, respectively.
(3) Not annualized.
(4) Annualized.

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10
<PAGE> 11

Each Fund has a different investment objective or objectives which it pursues
through the investment policies described below. Because of the differences in
objectives and policies among the Funds, the Funds will achieve different
investment returns and will be subject to varying degrees of market and
financial risk. The investment objectives and policies of each Fund may, unless
otherwise specifically stated, be changed by the Trustees of the Trust without a
vote of the shareholders. As a matter of policy, the Trustees would not
materially change an investment objective of a Fund without shareholder
approval. There is no assurance that any Fund will achieve its objective or
objectives. Additional Funds may be created from time to time with different
investment objectives and policies.

If the securities rating of a debt security held by a Fund declines below any
minimum rating for securities in which the Fund may invest, the Fund will not be
required to dispose of the security, but Schroder will consider whether
continued investment in the security is consistent with the Fund's investment
objectives. Certain of the Funds may also use a variety of derivative strategies
including, without limitation, options, futures contracts, and forward
contracts, and mortgage-backed securities described below. See "Other Investment
Practices and Risk Considerations."

None of the Funds is intended to be a complete investment program, and there is
no assurance that a Fund will achieve its objectives.

SCHRODER LARGE CAPITALIZATION EQUITY FUND

SCHRODER LARGE CAPITALIZATION EQUITY FUND'S INVESTMENT OBJECTIVE IS TO SEEK
LONG-TERM GROWTH OF CAPITAL. The Fund invests in common stocks and other
securities of companies with large market capitalizations that Schroder believes
offer the potential for long-term growth of capital.

The Fund will under normal circumstances invest primarily in equity securities
Schroder believes to be undervalued. In selecting such securities, Schroder will
focus on industries and issuers it believes offer the possibility for growth of
capital from earnings potential and other factors not fully reflected in current
market prices. Such factors may include, for example, a company's probable
future earnings, the ratio of its market value to its book value, and its
dividends, cash flow, financial strength, debt-to-capital ratio, working assets,
and competitive position, as well as other factors Schroder may consider
significant in a particular industry or under varying market conditions. In
identifying undervalued securities, Schroder may make investment judgments
contrary to those of most investors.

The Fund will normally invest at least 65% of its total assets in equity
securities, including common and preferred stocks and warrants to purchase
common or preferred stocks, of companies with large market capitalizations
(generally more than $5 billion). The Fund may invest the remainder of its
assets in equity securities of smaller companies or in debt securities if
Schroder believes they would help achieve the Fund's objective. Debt securities
in which the Fund may invest will be rated, at the time of investment, at least
Baa by Moody's Investors Service, Inc. or BBB by Standard & Poor's Ratings
Services or, if unrated, determined by Schroder at the time of investment to be
of comparable quality. Securities rated Baa or BBB lack outstanding investment
characteristics, have speculative characteristics, and are subject to greater
credit and market risks than higher-rated securities. The Fund may also hold a
portion of its assets in cash or money market instruments.

- --------------------------------------------------------------------------------
11
<PAGE> 12
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SCHRODER SERIES TRUST
- --------------------------------------------------------------------------------

SCHRODER SMALL CAPITALIZATION VALUE FUND

SCHRODER SMALL CAPITALIZATION VALUE FUND'S INVESTMENT OBJECTIVE IS TO SEEK
CAPITAL APPRECIATION. The Fund invests primarily in equity securities of
companies having relatively small market capitalization (generally less than
$1.5 billion) that Schroder believes have potential for capital appreciation. In
choosing portfolio investments for the Fund, Schroder attempts to identify
securities whose potential for long-term capital appreciation is not fully
reflected in their market prices. This may be the result, for example, of the
market's undervaluation of a company's potential for earnings growth or of its
financial or business assets or other assets.

The companies in which the Fund invests may offer greater opportunities for
capital appreciation than larger companies, but investments in such companies
may involve certain special risks. Such companies may have limited product
lines, markets, or financial resources and may be dependent on a limited
management group. Such securities may trade less frequently and in smaller
volume than more widely held securities. The values of these securities may
fluctuate more sharply than other securities, and the Fund may experience some
difficulty in establishing or closing out positions in these securities at
prevailing market prices. 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, and it may take a longer period of time for the
prices of such securities to reflect the full value of their issuers' underlying
earnings potential or assets.

The Fund will normally invest at least 65% of its total assets in common and
preferred stocks, and warrants to purchase common or preferred stocks, of
companies having market capitalizations of less than $1.5 billion. The Fund may
invest the remainder of its assets in equity securities of larger companies and
in debt securities (including convertible bonds). Debt securities in which the
Fund may invest will be rated, at the time of investment, at least Baa by
Moody's or BBB by Standard & Poor's or, if unrated, determined by Schroder at
the time of investment to be of comparable quality. Securities rated Baa or BBB
lack outstanding investment characteristics, have speculative characteristics,
and are subject to greater credit and market risks than higher-rated securities.
The Fund may also hold a portion of its assets in cash or money market
instruments.

SCHRODER MIDCAP VALUE FUND

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 choosing portfolio investments for the Fund, Schroder
attempts to identify securities whose potential for long-term capital
appreciation is not fully reflected in their market prices. This may be the
result, for example, of the market's undervaluation of a company's potential for
earnings growth or of its financial or business assets or other assets.

- --------------------------------------------------------------------------------
12
<PAGE> 13
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SCHRODER SERIES TRUST
- --------------------------------------------------------------------------------

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 invest a portion of its assets in debt securities (including
convertible bonds). Debt securities in which the Fund may invest will be rated,
at the time of investment, at least Baa by Moody's or BBB by Standard & Poor's
or, if unrated, determined by Schroder at the time of investment to be of
comparable quality. Securities rated Baa or BBB lack outstanding investment
characteristics, have speculative characteristics, and are subject to greater
credit and market risks than higher-rated securities. The Fund may also hold a
portion of its assets in cash or money market instruments.

SCHRODER INVESTMENT GRADE INCOME FUND

SCHRODER INVESTMENT GRADE INCOME FUND'S INVESTMENT OBJECTIVE IS TO SEEK CURRENT
INCOME CONSISTENT WITH PRESERVATION OF CAPITAL. Growth of capital is a secondary
objective, to the extent consistent with the Fund's principal objective. The
Fund may invest in debt securities, including securities issued or guaranteed as
to principal or interest by the U.S. Government or any of its agencies or
instrumentalities and corporate obligations, preferred stocks, and dividend-
paying common stocks. The Fund will normally invest at least 90% of its total
assets in U.S. Government securities and in debt securities and preferred stocks
rated investment grade (or, if unrated, considered by Schroder to be of
comparable quality). A security will be considered to be of "investment grade"
if, at the time of investment by the Fund, it is rated at least Baa3 by Moody's
or BBB- by Standard & Poor's or, if unrated, determined by Schroder to be of
comparable quality. The Fund will not invest in a security rated below A3 or A-
if as a result more than 25% of the Fund's assets would, at the time of such
investment, be invested in securities rated below those rating categories. The
Fund may invest a substantial portion of its assets in mortgage-backed
certificates and other securities representing ownership interests in mortgage
pools, including collateralized mortgage obligations, some of which may be
backed by agencies or instrumentalities of the U.S. Government. See "Other
Investment Practices and Risk Considerations -- Mortgage-backed securities." The
Fund may also hold a portion of its assets in cash or money market instruments.

Schroder may take full advantage of the entire range of maturities of the
securities in which the Fund may invest and may adjust the average maturity of
the Fund's portfolio from time to time, depending on its assessment of relative
yields on securities of different maturities and expectations of future changes
in interest rates. Thus, at certain times the average maturity of the portfolio
may be relatively short (from under one year to five years, for example) and at
other times may be relatively long (more than ten years, for example).

Higher-rated securities do not involve the degree of credit risk associated with
investments in lower quality fixed-income securities, although, as a result, the
yields available from higher-rated securities are generally lower than the
yields available from many other fixed-income securities. Like other
fixed-income securities, however, the values of higher-rated securities change
as interest rates fluctuate. Fluctuations in the value of the Fund's securities
generally will not affect interest income on securities already held by the
Fund, but will be reflected in the Fund's net asset value. Because the magnitude
of these fluctuations generally will be greater at times when the Fund's average
maturity is longer, under certain market conditions the Fund may invest in
short-term investments yielding lower current income rather than invest in
higher yielding longer-term securities. Securities rated Baa or BBB lack
outstanding investment characteristics and have speculative characteristics and
are subject to greater credit and market risks than higher-rated securities.

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SCHRODER SHORT-TERM INVESTMENT FUND

SCHRODER SHORT-TERM INVESTMENT FUND'S OBJECTIVE IS TO SEEK AS HIGH A RATE OF
INCOME AS SCHRODER BELIEVES IS CONSISTENT WITH PRESERVATION OF CAPITAL AND
MAINTENANCE OF LIQUIDITY. The Fund is designed for investors seeking income
with relative stability of principal. While the Fund intends to declare and pay
dividends daily and invest in short-term securities, it is not a money-market
fund. The values of the securities owned by the Fund, and the Fund's net asset
value, will fluctuate based on changes in interest rates and other factors
affecting the values of securities in which the Fund may invest.

The Fund will invest in a portfolio of high-quality short-term instruments
consisting of any or all of the following:

- Prime Commercial Paper: high-grade, short-term obligations issued by
banks, corporations, and other issuers, rated P-1 by Moody's or A-1 by
Standard & Poor's.
- U.S. Government Securities: securities issued or guaranteed as to
principal or interest by the U.S. Government or by any of its agencies or
instrumentalities.
- Corporate Obligations: high-grade, short-term corporate obligations
other than prime commercial paper, rated at least Aa by Moody's or AA by
Standard & Poor's.
- Bankers' Acceptances: negotiable drafts or bills of exchange that have
been "accepted" by a bank, meaning, in effect, that the bank has
unconditionally agreed to pay the face value of the instrument on
maturity.
- Bank Certificates of Deposit: certificates issued against funds
deposited in a commercial bank for a definite period of time and earning
a specified return. The Fund may also invest in bank time deposits.
- Repurchase Agreements: with respect to U.S. Government securities or any
of the other debt securities described above.
- Other Securities: rated at least Aa or P-1 by Moody's or AA or A-1 by
Standard & Poor's. These may include investments in mortgage-backed
certificates and other securities representing ownership interests in
mortgage pools, including collateralized mortgage obligations, described
below.

In addition, the Fund may invest in corporate obligations and other securities
with a remaining maturity of one year or less and not otherwise meeting the
rating requirements described above if (i) the issuer has outstanding commercial
paper rated A-1 by Standard & Poor's or P-1 by Moody's (or the issuer's
commercial paper program carries such a rating), (ii) Schroder determines that
the credit characteristics and the terms and conditions of the securities to be
purchased are at least as favorable to the Fund as those of such outstanding
commercial paper, and (iii) Schroder assigns its own short-term credit rating to
the securities, based on its own credit analysis, equivalent to a rating of A-1
by Standard & Poor's or P-1 by Moody's.

All of the Fund's investments will normally have remaining maturities, at the
time of investment, of three years or less, and the average maturity of the
Fund's portfolio securities based on their dollar value will not exceed one year
at the time of each investment. When a security is subject to a repurchase
agreement, the amount and maturity of the Fund's investment will be determined
by reference to the amount and term of the repurchase agreement, not by
reference to the underlying security. The Fund will under normal circumstances
invest at least 65% of its assets in obligations with remaining maturities, at
the time of investment, of two years or less.

A portion of the securities held by the Fund may consist of mortgage-backed
certificates and other securities representing ownership interests in mortgage
pools, including collateralized mortgage obligations. Schroder will calculate
the

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"maturity" of such an obligation and other similar obligations, for purposes of
determining the Fund's compliance with the requirements set out above, based on
Schroder's estimate of the period of time remaining until all of the scheduled
payments in respect of that obligation will have been made. That period may be
shorter than the stated maturity of the obligation. The estimated remaining
maturity of a mortgage-backed security is highly dependent on prepayment
assumptions. If interest rates were to increase at a time when the Fund holds
such an obligation, the estimated maturity of the obligation might be increased
due to any anticipated reduction in prepayments on the mortgages underlying the
obligation. Some of the mortgage-backed certificates and other interests in
mortgage pools in which the Fund may invest may be backed by agencies or
instrumentalities of the U.S. Government. See "Other Investment Practices and
Risk Considerations -- Mortgage-backed securities."

Certain obligations purchased by the Fund may be variable or floating rate
instruments, may involve a demand feature, and may include variable amount
master demand notes. Variable or floating rate instruments bear interest at a
rate which varies with changes in market rates. The holder of an instrument with
a demand feature may tender the instrument back to the issuer at par value prior
to maturity.

U.S. Government securities include a variety of securities that differ in their
interest rates, maturities, and dates of issue. Securities issued or guaranteed
by agencies or instrumentalities of the U.S. Government may or may not be
supported by the full faith and credit of the United States or by the right of
the issuer to borrow from the U.S. Treasury.

OTHER INVESTMENT PRACTICES AND RISK CONSIDERATIONS

The Funds may also engage in the following investment practices, each of which
involves certain special risks. The Statement of Additional Information contains
more detailed information about these practices (some of which may be considered
"derivative" investments), including limitations designed to reduce these risks.

Options and futures portfolio strategies. Each of the Funds may engage in a
variety of transactions involving the use of options and futures contracts for
purposes of increasing its investment return or hedging against market changes.
A Fund may seek to increase its current return by writing covered call options
and covered put options on its portfolio securities or other securities in which
it may invest. A Fund receives a premium from writing a call or put option,
which increases the Fund's return if the option expires unexercised or is closed
out at a net profit. A Fund may also buy and sell put and call options on such
securities for hedging purposes. When a Fund writes a call option on a portfolio
security, it gives up the opportunity to profit from any increase in the price
of the security above the exercise price of the option; when it writes a put
option, a Fund takes the risk that it will be required to purchase a security
from the option holder at a price above the current market price of the
security. A Fund may terminate an option that it has written prior to its
expiration by entering into a closing purchase transaction in which it purchases
an option having the same terms as the option written. A Fund may also from time
to time buy and sell combinations of put and call options on the same underlying
security to earn additional income.

A Fund may buy and sell index futures contracts. An "index future" is a contract
to buy or sell units of a particular index at an agreed price on a specified
future date. Depending on the change in value of the index between the time when
a Fund enters into and terminates an index future transaction, the Fund may
realize a gain or loss. A Fund may also purchase warrants, issued by banks or
other financial institutions, whose values are based on the values from time to
time of one or more securities indices.

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A Fund may buy and sell futures contracts on U.S. Government securities or other
debt securities. A futures contract on a debt security is a contract to buy or
sell a certain amount of the debt security at an agreed price on a specified
future date. Depending on the change in the value of the security when the Fund
enters into and terminates a futures contract, the Fund realizes a gain or loss.

A Fund may purchase and sell options on futures contracts or on securities
indices in addition to or as an alternative to purchasing and selling futures
contracts.

A Fund may purchase and sell futures contracts, options on futures contracts,
and options on securities indices for hedging purposes or, to the extent
permitted by applicable law, to increase its current return.

Risk factors in options and futures transactions. Options and futures
transactions involve costs and may result in losses. The use of options and
futures involves certain special risks, including the risks that a Fund may be
unable at times to close out such positions, that hedging transactions may not
accomplish their purpose because of imperfect market correlations, or that
Schroder may not forecast market movements correctly.

The effective use of options and futures strategies is dependent on, among other
things, a Fund's ability to terminate options and futures positions at times
when Schroder deems it desirable to do so. Although a Fund will enter into an
option or futures contract position only if Schroder believes that a liquid
secondary market exists for that option or futures contract, there is no
assurance that a Fund will be able to effect closing transactions at any
particular time or at an acceptable price.

Each Fund generally expects that its options and futures contract transactions
will be conducted on recognized exchanges. In certain instances, however, a Fund
may purchase and sell options in the over-the-counter markets. A Fund's ability
to terminate options in the over-the-counter markets may be more limited than
for exchange-traded options and may also involve the risk that securities
dealers participating in such transactions would be unable to meet their
obligations to a Fund. A Fund will, however, engage in over-the-counter
transactions only when appropriate exchange-traded transactions are unavailable
and when, in the opinion of Schroder, the pricing mechanism and liquidity of the
over-the-counter markets are satisfactory and the participants are responsible
parties likely to meet their contractual obligations. A Fund will treat
over-the-counter options (and, in the case of options sold by the Fund, the
underlying securities held by the Fund) as illiquid investments as required by
applicable law.

The use of options and futures strategies also involves the risk of imperfect
correlation between movements in the prices of options and futures contracts and
movements in the value of the underlying securities or index, or in the prices
of the securities that are the subject of a hedge. The successful use of these
strategies further depends on the ability of Schroder to forecast market
movements correctly.

Because the markets for certain options and futures contracts in which a Fund
will invest (including markets located in foreign countries) are relatively new
and still developing and may be subject to regulatory restraints, a Fund's
ability to engage in transactions using such investments may be limited. A
Fund's ability to engage in hedging transactions may be limited by certain
regulatory and tax considerations. A Fund's hedging transactions may affect the
character or amount of its distributions. The tax consequences of certain
hedging transactions have been modified by the Taxpayer Relief Act of 1997.

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For more information about any of the options or futures portfolio transactions
described above, see the Statement of Additional Information.

Mortgage-backed securities. Each Fund may invest a portion of its assets in
mortgage-backed certificates and other securities representing ownership
interests in mortgage pools, including collateralized mortgage obligations.
Interest and principal payments on the mortgages underlying mortgage-backed
securities are passed through to the holder of the mortgage-backed securities.
Prepayments of principal and interest on mortgages underlying mortgage-backed
securities may result from the voluntary prepayment, refinancing, or foreclosure
of the underlying mortgage loans, and may significantly shorten the effective
maturities of mortgage-backed securities, especially during periods of declining
interest rates. Similarly, during periods of rising interest rates, a reduction
in the rate of prepayments may significantly lengthen the effective maturities
of such securities.

Mortgage-backed securities may offer yields higher than those available from
many other types of debt securities, but they are less effective than other
types of securities as a means of "locking in" attractive long-term interest
rates. This is caused by the possibility of significant unscheduled prepayments
resulting from declines in mortgage interest rates. These prepayments would have
to be reinvested at the then-prevailing lower rates. As a result, a Fund's
mortgage-backed securities may have less potential for capital appreciation
during periods of declining interest rates than other debt securities of
comparable maturities, although such obligations may have a comparable risk of
decline in market value during periods of rising interest rates.

Zero-coupon bonds. Each Fund which may invest in debt securities may invest in
zero-coupon bonds. Zero-coupon bonds are issued at a significant discount from
face value and pay interest only at maturity rather than at intervals during the
life of the security. Zero-coupon bonds allow an issuer to avoid the need to
generate cash to meet current interest payments and, as a result, may involve
greater credit risks than bonds that pay interest currently.

Securities loans, repurchase agreements, and forward commitments. Each 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 a Fund if the other party should default on its obligation
and the Fund is delayed or prevented from recovering the collateral. Each Fund
may also purchase securities for future delivery, which may increase its overall
investment exposure and involves a risk of loss if the value of the securities
declines prior to the settlement date.

Foreign investments. Each Fund may invest without limit in securities
principally traded in foreign markets, although it is not currently expected
that any of the Funds will invest in securities of foreign issuers to a
substantial degree. Each Fund may also purchase Eurodollar certificates of
deposit without limitation. Because foreign securities are normally denominated
and traded in foreign currencies, the values of a Fund's assets may be affected
favorably or unfavorably by currency exchange rates and exchange control
regulations. There may be less information publicly available about a foreign
company than about a U.S. company, and foreign companies are not generally
subject to accounting, auditing, and financial reporting standards and practices
comparable to those in the United States. The securities of some foreign
companies are less liquid and at times more volatile than securities of
comparable U.S. companies. Foreign brokerage commissions and other fees are also
generally higher than in the United States. Foreign settlement procedures and
trade regulations may involve certain risks (such as delay in payment or
delivery of securities or in the recovery of a Fund's assets held abroad) and
expenses not present in the settlement of domestic investments.

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In addition, with respect to certain foreign countries, there is a possibility
of nationalization or expropriation of assets, imposition of currency exchange
controls, confiscatory taxation, political or financial instability, and
diplomatic developments which could affect the value of investments in those
countries. In certain countries, legal remedies available to investors may be
more limited than those available with respect to investments in the United
States or other countries. The laws of some foreign countries may limit a Fund's
ability to invest in securities of certain issuers located in those countries.
Special tax considerations apply to foreign securities.

A Fund may buy or sell foreign currencies, foreign currency forward contracts,
and options on foreign currencies for hedging purposes in connection with its
foreign investments.

Temporary defensive strategies. At times, Schroder may judge that conditions in
the securities markets make pursuing a 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 a Fund's assets. In implementing these
"defensive" strategies, the Fund would invest in high-quality debt securities,
cash, or money market instruments to any extent Schroder considers consistent
with such defensive strategies. It is impossible to predict when, or for how
long, a Fund will use these alternate strategies.

Liquidity. A 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 a 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 a Fund's
investment in illiquid securities. There can, however, be no assurance that a
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.

PORTFOLIO TURNOVER

The length of time a Fund has held a particular security is not generally a
consideration in investment decisions. The investment policies of a 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 a Fund is known as
"portfolio turnover." Portfolio turnover generally involves some expense to a
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. Annual portfolio turnover
rates for the Funds (except for the MidCap Value Fund) are set forth under
"Financial Highlights." Schroder MidCap Value Fund's annual portfolio turnover
rate is expected to be less than 100% for the current fiscal year.

HOW TO BUY SHARES

Investors may purchase Investor Shares of the Funds by completing an Account
Application and sending payment by check or wire as described below. An Account
Application may be obtained from Schroder Fund Advisors Inc. or the Trust's
transfer agent, Boston Financial Data Services, Inc., Two Heritage Drive, North
Quincy, Massachusetts 02171 ("BFDS"), or by calling (800) 464-3108.

Investor Shares of each of the Funds are sold at the net asset value per share
of the Fund next determined after Schroder Fund Advisors Inc., the principal
underwriter for the Trust, receives your order. In order for you to receive that
day's net

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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 various Funds). Schroder Fund Advisors
Inc. 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 by
Schroder from time to time. None of the Funds issue share certificates.

PURCHASES BY CHECK

Purchases may be made by mailing a check (in U.S. dollars), payable to (i)
Schroder Series Trust if you are purchasing shares of two or more Funds or (ii)
the name of the Fund to be purchased (e.g., Schroder Small Capitalization Value
Fund) if you are purchasing shares of a single Fund. Third-party checks will not
be accepted.

For initial purchases, the check must be accompanied by a completed Account
Application in proper form. Further documentation may be requested to evidence
the authority of the person or entity making the subscription request.

Complete and sign the Account Application and mail it with your check to:

Schroder Series Trust
P.O. Box 8507
Boston, MA 02266

PURCHASES BY WIRE

If your initial investment is by wire, your order must be preceded by a
completed Account Application. Upon receipt of the Application, the Trust will
assign you an account number and your account will become active. Wire orders
received prior to the close of trading on the New York Stock Exchange on each
day the Exchange is open for trading will be processed at the net asset value
determined as of that day. Wire orders received after that time will be
processed at the net asset value next determined thereafter.

Federal Reserve Bank wire instructions are as follows:

State Street Bank and Trust Company
225 Franklin Street
Boston, MA 02101
ABA: 011000028
Attn: Schroder Series Trust
DDA: 9904-650-0
FBO: Account Registration
A/C: Account Number Assigned By BFDS -
Name of Fund(s).

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Investor Shares of each 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 in question and having a readily ascertainable value.) If a
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 Trust's portfolio securities as of the time of the next determination of
the Funds' net asset value. 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 relevant 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 $100 or more per month or quarter in
Investor Shares of the Funds through automatic deductions from your bank
account. Please complete the appropriate section of the Account Application if
you would like to utilize this option. For more information, please call (800)
464-3108.

Schroder Fund Advisors Inc., Schroder, or their affiliates may, at their own
expense and out of their own assets, provide compensation to dealers or other
financial intermediaries in connection with sales of Trust shares or shareholder
servicing. In some instances, this compensation may be made available only to
certain dealers or other financial intermediaries who have sold or are expected
to sell significant amounts of shares of the Trust. If you purchase or sell
shares through a financial intermediary, the intermediary may charge a fee for
its services. Consult your financial intermediary for information.

HOW TO SELL SHARES
Investor Shares of each Fund may be redeemed on any business day by sending a
letter of instruction or stock power form to BFDS. 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.
BFDS 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
BFDS 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. The Trust will only redeem shares for which it has received payment.

EXCHANGES
You can exchange your Investor Shares of any Fund for Investor Shares of any
other Fund at any time at their respective net asset values. To exchange shares,
please call (800) 464-3108.

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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
EACH 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 (normally 4:00 p.m., Eastern Time) each day the Exchange is
open. Portfolio 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 a 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
Schroder Large Capitalization Equity Fund, Schroder Small Capitalization Value
Fund, and Schroder MidCap Value Fund. The Large Capitalization Equity Fund, the
Small Capitalization Value Fund, and the MidCap Value Fund distribute 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.

Schroder Investment Grade Income Fund. The Investment Grade Income Fund
distributes net investment income monthly and any net realized capital gains at
least annually. Distributions from capital gains are made after applying any
available capital loss carryovers.

Schroder Short-Term Investment Fund. All of the net income of the Short-Term
Investment Fund is declared each day the Fund is open for business as a dividend
to shareholders of record at the time of the declaration. You begin earning
dividends on the day after the Fund receives payment for your shares. The Fund's
net income for Saturdays, Sundays, and holidays is declared as a dividend on the
next business day. Each month's dividends will be paid on the last day of that
month (or, if that day is not a business day, on the preceding business day). A
shareholder who withdraws the entire balance of an account at any time during
the month will be paid all dividends declared through the date of the
withdrawal.

YOU CAN CHOOSE FROM THREE DISTRIBUTION OPTIONS: (1) reinvest all distributions
in additional Investor Shares of your Fund; (2) receive distributions from net
investment income in cash while reinvesting capital gains distributions in
additional Investor Shares; or (3) receive all distributions in cash. You can
change your distribution option by notifying BFDS in writing. If you do not
select an option when you open your account, all distributions by a Fund will be
reinvested in Investor Shares of that Fund. You will receive a statement
confirming reinvestment of distributions in additional Fund shares promptly
following the period in which the reinvestment occurs.

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TAXES

Each 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. A Fund will distribute substantially all of its net investment
income and net capital gain income on a current basis.

A Fund's distributions will be taxable to you as ordinary income to the extent
derived from the Fund's investment income and net short-term gains (that is, net
gains from capital assets held for no more than a year). Distributions
designated by a Fund as deriving from net gains on capital assets held for more
than 1 year but not more than 18 months and from net gains on capital assets
held for more than 18 months will be taxable to you 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 each of the Funds for the preceding year.

The foregoing is a summary of certain federal income tax consequences of
investing in a Fund. You should consult your tax adviser to determine the
precise effect of an investment in a Fund on your particular tax situation.

In order to permit Schroder Investment Grade Income Fund to maintain a more
stable monthly dividend, that Fund may from time to time pay out less than the
entire amount of net investment income earned in any particular period. Any such
amount retained by the Fund would be available to stabilize future dividends. As
a result, the dividends paid by the Fund for any particular period may be more
or less than the amount of net investment income actually earned by the Fund
during the period. None of the Funds intends to distribute in respect of any
taxable year more than the Fund's net income for federal income tax purposes for
that year, nor does any of the Funds intend to stabilize its dividends in any
year in such a manner as to cause the Fund to pay federal tax.

In order to avoid dilution of the undistributed net investment income of
Schroder Investment Grade Income Fund, that Fund follows an accounting practice
known as "equalization." A portion of the purchase price paid for shares of the
Fund (including shares purchased by reinvestment of Fund distributions) equal to
the undistributed net investment income per share of the Fund at the time of
purchase is segregated for accounting purposes and is available for payment of
future dividends. As a result, future dividends may include a non-taxable return
of capital to shareholders.

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 Schroder
US Holdings Inc., which engages through its subsidiary firms in the investment
banking, asset management, and securities businesses. Affiliates of Schroder US
Holdings Inc. (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 $3.4 billion as of June 30, 1998. Schroder
US Holdings Inc. 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 December 31, 1997, had under management assets
of approximately $175 billion. Schroder Fund Advisors Inc. is a wholly owned
subsidiary

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of Schroder Capital Management International Inc. Schroder Capital Management
International Inc. is also a wholly owned subsidiary of Schroder US Holdings
Inc.

Subject to such policies as the Trustees may determine, Schroder furnishes a
continuing investment program for the Funds and makes investment decisions on
their 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 Funds pay management fees to Schroder monthly at the following annual rates
(based on the assets of each Fund taken separately): Schroder Large
Capitalization Equity Fund -- 0.75% of the Fund's average net assets; Schroder
Small Capitalization Value Fund -- 0.95% of the Fund's average net assets;
Schroder MidCap Value Fund -- 0.90% of the Fund's average net assets; Schroder
Investment Grade Income Fund -- 0.50% of the Fund's average net assets; and
Schroder Short-Term Investment Fund -- 0.40% of the Fund's average net assets.
In order to limit the Funds' expenses, Schroder has voluntarily agreed to reduce
its compensation (and, if necessary, to pay certain other Fund expenses) until
October 31, 1998 to the extent that each Fund's total operating expenses
attributable to its Investor Shares exceed the following annual rates: Schroder
Large Capitalization Equity Fund -- 1.55% of the Fund's average net assets;
Schroder Small Capitalization Value Fund -- 1.70% of the Fund's average net
assets; Schroder MidCap Value Fund -- 1.35% of the Fund's average net assets;
Schroder Investment Grade Income Fund -- 1.12% of the Fund's average net assets;
and Schroder Short-Term Investment Fund -- 1.03% of the Fund's average net
assets. In addition, Schroder has voluntarily undertaken, through the end of the
current fiscal year, to waive a portion of the management fees it is entitled to
receive from Schroder Large Capitalization Equity Fund and from Schroder
Investment Grade Income Fund. As a result, during the period of the waiver,
Schroder Large Capitalization Equity Fund will pay management fees to Schroder
at the annual rate of 0.50% of the Fund's average daily net assets, and Schroder
Investment Grade Income Fund will pay no management fees. 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 each of the Funds are generally made by a
committee of Schroder's investment professionals. Mr. Paul Morris, Director and
Portfolio Manager at Schroder, is primarily responsible for making
recommendations to the committee for Schroder Large Capitalization Equity Fund.
Ms. Nancy B. Tooke, Director, Senior Vice President and Portfolio Manager at
Schroder, is primarily responsible for making recommendations to the committee
for Schroder Small Capitalization Value Fund and Schroder MidCap Value Fund. Mr.
Robert C. Michele, Director, Senior Vice President and Portfolio Manager at
Schroder, and Mr. Richard Gotterer, Assistant Vice President and Portfolio
Manager at Schroder, are primarily responsible for making recommendations to the
committee for Schroder Investment Grade Income Fund and Schroder Short-Term
Investment Fund. Ms. Tooke has had her responsibilities since the organization
of the Funds. Messrs. Morris, Michele, and Gotterer have had their
responsibilities since March 1997, April 1998, and March 1998, respectively.
Each of the named managers has several years of experience in managing
investment portfolios comparable to those for which each has such
responsibility. Mr. Gotterer has been a member of the team managing Schroder
Investment Grade Income Fund and Schroder Short-Term Investment Fund since the
organization of the Funds.

Schroder places all orders for purchases and sales of the Funds' securities. 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 Funds
in accordance with procedures adopted by the

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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 Funds as a factor in the
selection of broker-dealers.

PERFORMANCE INFORMATION

Yield and total return data relating to Investor Shares of the Funds may from
time to time be included in advertisements about the Funds. The "yield" of a
Fund's Investor Shares is calculated by dividing the Fund's annualized net
investment income per Investor Shares during a recent 30-day period by the net
asset value per Investor Shares on the last day of that period. When a Fund's
"total return" is advertised with respect to Investor Shares, it will be
calculated for the past year, the past five years, and the past ten years (or if
a 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 a 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 a Fund's investment objectives and policies. Quotations of yield or 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 a Fund's Investor Shares to
those of various classes of other mutual funds and other investment vehicles.
Performance for each Fund's Investor 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. Each Fund's shares (except the Short-Term Investment
Fund) 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 currently
subject to shareholder service 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 or series of shares 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 Funds on their two classes of shares will normally differ in amount
due to the differing expenses borne by the two classes. If a Fund were
liquidated, each class of shares would receive the net assets of the Fund
attributable to that class. A Fund may suspend the sale of shares at any time
and may refuse any order to purchase shares. Although the Trust is not required
to hold

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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.

Due to their ownership of shares of certain of the Funds, the Schroder & Co.
Inc. Profit-Sharing, Savings Incentive, and Pension Plans and the Lewco
Securities Corp. Profit-Sharing, Thrift, and Pension Plans may be deemed to
control those Funds. See the Statement of Additional Information.

If you own fewer shares than a minimum amount set by the Trustees (presently 50
shares) of any Fund, the Trust may choose to redeem your shares in that 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 any
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 each Fund's average daily net
assets (subject to certain minimum charges). The Trust's transfer agent and
registrar is Boston Financial Data Services, Inc., Two Heritage Drive, Quincy,
Massachusetts 02171.

YEAR 2000 DISCLOSURE
- --------------------

The Funds receive services from Schroder, Schroder Fund Advisors Inc., BFDS,
State Street Bank and Trust Company, and other providers which rely on the
smooth functioning of their respective systems and the systems of others to
perform those services. It is generally recognized that certain systems in use
today may not perform their intended functions adequately after the Year 1999
because of the inability of the software to distinguish the Year 2000 from the
Year 1900. Schroder is taking steps that it believes are reasonably designed to
address this potential "Year 2000" problem and to obtain satisfactory assurances
that comparable steps are being taken by each of the Funds' other major service
providers. There can be no assurance, however, that these steps will be
sufficient to avoid any adverse impact on the Funds from this problem.

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Schroder Series Trust
P.O. Box 8507
Boston, MA 02266
800-464-3108
0798WS

[Schroder LOGO]

----------------------------------------------

SCHRODER SERIES TRUST

Schroder Large
Capitalization Equity Fund

Schroder Small
Capitalization Value Fund

Schroder MidCap
Value Fund

Schroder Investment
Grade Income Fund

Schroder Short-Term
Investment Fund

Investor Shares

PROSPECTUS

March 1, 1998
as revised August 1, 1998