SCHRODER SERIES TRUST
ADMINISTRATION AGREEMENT
AGREEMENT made this ___ day of July 2005 between Schroder Series Trust (the
"Trust"), a business Trust organized under the laws of the Commonwealth of
Massachusetts with its principal place of business at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, and ▇▇▇▇▇▇▇▇ Fund Advisors Inc. ("Schroder"), a
corporation organized under the laws of the State of New York.
WHEREAS, the Trust is registered under the Investment Company Act of 1940,
as amended (the "1940 Act"), as an open-end management investment company and is
authorized to issue shares of beneficial interest in separate series and
classes;
WHEREAS, the Trust has entered into various Investment Advisory Agreements
with ▇▇▇▇▇▇▇▇ Investment Management North America Inc. (the "Adviser"), pursuant
to which the Adviser provides investment advisory services to the Trust;
WHEREAS, the Trust desires that Schroder perform certain administrative
services for each series of the Trust as listed in APPENDIX A hereto (each a
"Series") and each class of shares of each Series (each a "Class") and Schroder
is willing to provide those services on the terms and conditions set forth in
this Agreement;
NOW, THEREFORE, for and in consideration of the mutual covenants and
agreements contained herein, the Trust and Schroder agree as follows:
SECTION 1. APPOINTMENT.
The Trust hereby appoints Schroder as administrator of the Trust and of
each Series and any Class thereof and Schroder hereby accepts such appointment,
all in accordance with the terms and conditions of this Agreement. In connection
therewith, the Trust has delivered to Schroder copies of its Agreement and
Declaration of Trust and Bylaws, the Trust's Registration Statement and all
amendments thereto filed pursuant to the Securities Act of 1933, as amended (the
"Securities Act"), or the 1940 Act (the "Registration Statement"), and the
current prospectus and statement of additional information of each Class of each
Series (collectively, as currently in effect and as amended or supplemented, the
"Prospectus"), all in such manner and to such extent as may from time to time be
authorized by the Trust's Board of Trustees (the "Board"), and shall promptly
furnish Schroder with all amendments of or supplements to the foregoing.
SECTION 2. FURNISHING OF EXISTING ACCOUNTS AND RECORDS.
The Trust shall promptly turn over to Schroder such of the accounts and
records
previously maintained by or for it as are necessary for Schroder to perform its
functions under this Agreement. The Trust authorizes Schroder to rely on such
accounts and records turned over to it and hereby indemnifies and will hold
Schroder, its successors and assigns, harmless of and from any and all expenses,
damages, claims, suits, liabilities, actions, demands and losses whatsoever
arising out of or in connection with any error, omission, inaccuracy or other
deficiency of such accounts and records or in the failure of the Trust to
provide any portion of such or to provide any information needed by Schroder to
knowledgeably perform its functions.
SECTION 3. ADMINISTRATIVE DUTIES
a) Subject to the direction and control of the Board and in cooperation
with the Adviser, Schroder shall provide, or oversee, as applicable,
administrative services necessary for the Trust's operations with
respect to each Series except those services that are the
responsibility of the Adviser or the Series' custodian or transfer
agent, all in such manner and to such extent as may be authorized by
the Board.
b) With respect to the Trust, each Series and each Class thereof, as
applicable, Schroder shall:
(i) oversee
A. the preparation and maintenance by the Adviser and the
Trust's subadministrator, custodian, transfer agent,
shareholder recordkeeper, dividend disbursing agent and fund
accountant in such form, for such periods and in such
locations as may be required by applicable law, of all
documents and records relating to the operation of the Trust
required to be prepared or maintained by the Trust or its
agents pursuant to applicable law;
B. the reconciliation of account information and balances among
the Adviser and the Trust's custodian, transfer agent,
shareholder recordkeeper, dividend disbursing agent and fund
accountant;
C. the transmission of purchase and redemption orders for
Shares;
D. the notification to the Adviser of available funds for
investment; and
E. the performance of fund accounting, including the
calculation of the net asset value of the shares;
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(ii) oversee the performance of administrative and professional
services rendered to the Trust by others, including its
sub-administrator, custodian, transfer agent and dividend
disbursing agent as well as legal, auditing and shareholder
servicing and other services performed for each Series or
Class;
(iii) oversee the preparation and the printing of the periodic
updating of the Registration Statement and Prospectus, tax
returns, and reports to shareholders, the Securities and
Exchange Commission (the "SEC") and state securities
commissions;
(iv) oversee the preparation of proxy and information statements and
any other communications to shareholders;
(v) at the request of the Board, provide the Trust with adequate
general office space and facilities and provide persons
suitable to the Board to serve as officers of the Trust;
(vi) provide the Trust, at the Trust's request, with the services of
persons who are competent to perform such supervisory or
administrative functions as are necessary for effective
operation of the Trust;
(vii) oversee the preparation, filing and maintenance of the Trust's
governing documents, including the Trust Instrument and minutes
of meetings of Trustees and shareholders;
(viii) oversee with the cooperation of the Trust's counsel, the
Adviser, and other relevant parties, preparation and
dissemination of materials for meetings of the Board;
(ix) monitor sales of shares and ensure that such shares are
properly and duly registered with the SEC and applicable state
securities commissions;
(x) oversee the calculation of performance data for dissemination
to information services covering the investment company
industry, for sales literature of the Trust and other
appropriate purposes;
(xi) oversee the determination of the amount of, and supervise the
declaration of, dividends and oilier distributions to
shareholders as necessary to, among other things, maintain the
qualification of each Series as a regulated investment company
under the Internal Revenue Code of 1986, as amended, and
prepare and distribute to appropriate parties notices
announcing the declaration of dividends and other distributions
to shareholders; and
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(xii) advise the Trust and its Board on matters concerning the Trust
and its affairs.
c) Schroder shall oversee the preparation and maintenance, or cause to be
prepared and maintained, records in such form for such periods and in
such locations as may be required by applicable regulations, all
documents and records relating to the services provided to the Trust
pursuant to this Agreement required to be maintained pursuant to the
1940 Act, rules and regulations of the SEC, the Internal Revenue
Service and any other national, state or local government entity with
jurisdiction over the Trust. The accounts and records pertaining to
the Trust which are in possession of Schroder, or an entity
subcontracted by Schroder, shall be the property of the Trust. The
Trust, or the Trust's authorized representatives, shall have access to
such accounts and records at all times during Schroder's, or its
subcontractor's, normal business hours. Upon the reasonable request of
the Trust, copies of any such accounts and records shall be provided
promptly by Schroder to the Trust or the Trust's authorized
representatives. In the event the Trust designates a successor to any
of Schroder's obligations under this agreement, Schroder shall, at the
expense and direction of the Trust, transfer to such successor all
relevant books, records and other data established or maintained by
Schroder, or its subcontractor, under this Agreement.
SECTION 4. STANDARD OF CARE
a) Schroder, in performing under the terms and conditions of this
Agreement, shall use its best judgment and efforts in rendering the
services described herein, and shall incur no liability for its status
under this agreement or for any reasonable actions taken or omitted in
good faith. As an inducement to Schroder's undertaking to render these
services, the Trust hereby agrees to indemnify and hold harmless
Schroder, its employees, agents, officers and directors, from any and
all loss, liability and expense, including any legal expenses, arising
out of Schroder's performance under this Agreement, or status, or any
act or omission of Schroder, its employees, agents, officers and
directors; provided that this indemnification shall not apply to
Schroder's actions taken or failures to act in cases of Schroder's own
bad faith, willful misconduct or gross negligence in the performance
of its duties under this Agreement; and further provided, that
Schroder shall give the Trust notice and reasonable opportunity to
defend against any such loss, claim, damage, liability or expense in
the name of the Trust or Schroder, or both. The Trust will be entitled
to assume the defense of any suit brought to enforce any such claim or
demand, and to retain counsel of good standing chosen by the Trust and
approved by Schroder, which approval shall not be withheld
unreasonably. In the event the Trust does elect to assume the defense
of any
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such suit and retain counsel of good standing approved by Schroder,
the defendant or defendants in such suit shall bear the fees and
expenses of any additional counsel retained by any of them; but in
case the Trust does not elect to assume the defense of any such suit,
or in case Schroder does not approve of counsel chosen by the Trust or
Schroder has been advised that it may have available defenses or
claims which are not available or conflict with those available to the
Trust, the Trust will reimburse Schroder, its employees, agents,
officers and directors for the fees and expenses of any one law firm
retained as counsel by Schroder or them. Schroder may, at any time,
waive its right to indemnification under this agreement and assume its
own defense. The provisions of paragraphs (b) through (d) of this
Section 4 should not in any way limit the foregoing:
b) Schroder may rely upon the advice of the Trust or of counsel, who may
be counsel for the Trust or counsel for Schroder, and upon statements
of accountants, brokers and other persons believed by it in good faith
to be expert in the matters upon which they are consulted, and
Schroder shall not be liable to anyone for any actions taken in good
faith upon such statements.
c) Schroder may act upon any oral instruction which it receives and which
it believes in good faith was transmitted by the person or persons
authorized by the Board of the Trust to give such oral instruction.
Schroder shall have no duty or obligation to make any inquiry or
effort of certification of such oral instruction.
d) ▇▇▇▇▇▇▇▇ shall not be liable for any action taken in good faith
reliance upon any written instruction or certified copy of any
resolution of the Board of the Trust, and Schroder may rely upon the
genuineness of any such document or copy thereof reasonably believed
in good faith by Schroder to have been validly executed.
e) Schroder may rely and shall be protected in acting upon any signature,
instruction, request, letter of transmittal, certificate, opinion of
counsel, statement, instrument, report, notice,consent, order, or
other paper document believed by it to be genuine and to have been
signed or presented by the purchaser, Trust or other proper party or
parties.
SECTION 5. EXPENSES
a) Subject to any agreement by Schroder or other person to reimburse any
expenses of the Trust that relate to any Series, the Trust shall be
responsible for and assume the obligation for payment of all of its
expenses, including:
a. the fee payable under Section 6 hereof;
b. any fees payable to the Adviser;
c. any fees payable to Schroder;
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d. expenses of issue, repurchase and redemption of Shares;
e. interest charges, taxes and brokerage fees and commissions;
f. premiums of insurance for the Trust, its Trustees and officers
and fidelity bond premiums;
g. fees, interest charges and expenses of third parties, including
the Trust's custodian, transfer agent, dividend disbursing agent
and fund accountant;
h. fees of pricing, interest, dividend, credit and other reporting
services;
i. costs of membership in trade associations;
j. telecommunications expenses;
k. funds transmission expenses;
l. auditing, legal and compliance expenses;
m. costs of forming the Trust and maintaining its existence;
n. to the extent permitted by the 1940 Act, costs of preparing and
printing the Prospectuses, subscription application forms and
shareholder reports and delivering them to existing shareholders;
o. expenses of meetings of shareholders and proxy solicitations
therefore;
p. costs of maintaining books of original entry for portfolio and
fund accounting and other required books and accounts, of
calculating the net asset value of shares of the Trust and of
preparing tax returns;
q. costs of reproduction, stationery and supplies;
r. fees and expenses of the Trust's Trustees;
s. compensation of the Trust's officers and employees who are not
employees of the Adviser or Schroder or their respective
affiliated persons and costs of other personnel (who may be
employees of the Adviser, Schroder or their respective affiliated
persons) performing services for the Trust;
t. costs of Trustee meetings;
u. SEC registration fees and related expenses;
v. state or foreign securities laws registration fees and related
expenses; and
w. all fees and expenses paid by the Trust in accordance with any
distribution plan adopted pursuant to Rule 12b-l under the 1940
Act or under any shareholder service plan or agreement.
b) If the aggregate expenses of every character incurred by, or allocated
to, a Series in any fiscal year, other than interest, taxes, brokerage
commissions and other portfolio transaction expenses, other
expenditures which are capitalized in accordance with generally
accepted accounting principles and any extraordinary expense
(including, without limitation, litigation and indemnification
expense), but including the fees provided for in Section 6 and under
an Advisory Agreement with respect to a Series ("includable
expenses"), shall exceed the expense limitations applicable to that
Series imposed by state securities law or regulations thereunder, as
these limitations may be raised or lowered from time to time, Schroder
shall pay that Series an amount equal to a percentage of that excess
("Schroder's reimbursement"),
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such Schroder's reimbursement to be in an amount set forth with
respect to the Series in APPENDIX A to this Agreement. With respect to
portions of a fiscal year in which this Agreement shall be in effect,
the foregoing limitations shall be prorated according to the
proportion which that portion of the fiscal year bear to the full
fiscal year. At the end of each month of the Trust's fiscal year,
Schroder will review the includable expenses accrued during that
fiscal year to the end of the period and shall estimate the
contemplated includable expenses for the balance of that fiscal year.
If as a result of that review and estimation, it appears likely that
the includable expenses will exceed the limitations referred to in
this Section 5(b) for a fiscal year, the monthly fees payable to
Schroder under this contract for such month shall be reduced, subject
to a later reimbursement to reflect actual expenses, by an amount
equal to a percentage (which shall be equal to Schroder's
reimbursement) of a pro rata portion prorated on the basis of the
remaining months of the fiscal year, including the month just ended)
of the amount by which the includable expenses for the fiscal year
(less an amount equal to the aggregate of actual reductions made
pursuant to this provision with respect to prior months of the fiscal
year) are expected to exceed the limitations provided in this Section
5(b). For purposes of the foregoing, the value of the net assets of
each Series shall be computed in the manner specified in Section 6,
and any payments required to be made by Schroder shall be made once a
year promptly after the end of the Trust's fiscal year.
SECTION 6. COMPENSATION
a) In consideration of the services performed by Schroder under this
Agreement, the Trust will pay Schroder, with respect to each Series, a
fee at the annual rate, as listed in APPENDIX B hereto. Such fee shall
be accrued by the Trust daily and shall be payable monthly in arrears
on the first day of each calendar month for services performed under
this agreement during the prior calendar month. If the fees payable
pursuant to this provision begin to accrue before the end of any month
or if this Agreement terminates before the end of any month, the fees
for the period from that date to the end of that month or from the
beginning of that month to the date of termination, as the case may
be, shall be prorated according to the proportion that the period
bears to the full month in which the effectiveness or termination
occurs. Upon the termination of this Agreement, the Trust shall pay to
Schroder such compensation as shall be payable prior to the effective
date of such termination.
b) In the event that this Agreement is terminated, Schroder shall be
reimbursed for reasonable charges and disbursements associated with
promptly transferring to its successor as designated by the Trust the
original or copies of all accounts and records maintained by Schroder
under this agreement, and cooperating with, and providing reasonable
assistance to its successor in the establishment of the accounts and
records necessary to carry out the successor's or other person's
responsibilities.
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c) Notwithstanding anything in this Agreement to the contrary, Schroder
and its affiliated persons may receive compensation or reimbursement
from the Trust with respect to (i) the provision of services on behalf
of the Series in accordance with any distribution plan adopted by the
Trust pursuant to Rule 12b-l under the 1940 Act or (ii) the provision
of shareholder support or other services, including fund accounting
services.
SECTION 7. EFFECTIVENESS, DURATION AND TERMINATION
a) This Agreement shall become effective on the date first above written
with respect to each Series of the Trust listed on Appendix A and
shall relate to every other Series as of the later of the date on
which this Agreement is amended to include such Series.
b) This Agreement shall continue in effect for twelve months and,
thereafter, shall be automatically renewed each year for an additional
term of one year.
c) This Agreement may be terminated with respect to a Series at any time,
without the payment of any penalty, (i) by the Board on 60 days'
written notice to Schroder or (ii) by Schroder on 60 days' written
notice to the Trust. Upon receiving notice of termination by Schroder,
the Trust shall use its best efforts to obtain a successor
administrator. Upon receipt of written notice from the Trust of the
appointment of a successor, and upon payment to Schroder of all fees
owed through the effective termination date, and reimbursement for
reasonable charges and disbursements, Schroder shall promptly transfer
to the successor administrator the original or copies of all accounts
and records maintained by Schroder under this agreement including, in
the case of records maintained on computer systems, copies of such
records in machine-readable form, and shall cooperate with, and
provide reasonable assistance to, the successor administrator in the
establishment of the accounts and records necessary to carry out the
successor administrator's responsibilities. For so long as Schroder
continues to perform any of the services contemplated by this
Agreement after termination of this Agreement as agreed to by the
Trust and Schroder, the provisions of Sections 4 and 6 hereof shall
continue in full force and effect.
SECTION 8. ACTIVITIES OF SCHRODER
a) Except to the extent necessary to perform Schroder's obligations under
this Agreement, nothing herein shall be deemed to limit or restrict
the right of Schroder, or any affiliate of Schroder, or any employee
of the Schroder, to engage in any other business or to devote time and
attention to the management or other aspects of any other business,
whether of a similar or dissimilar nature, or to render services of
any kind to any other corporation, firm, individual or association.
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b) Schroder may subcontract any or all of its functions or
responsibilities pursuant to this Agreement to one or more
corporations, trusts, firms, individuals or associations, which may be
affiliates of Schroder, who agree to comply with the terms of this
Agreement. Schroder may pay those persons for their services, but no
such payment will increase Schroder's compensation from the Trust.
SECTION 9. COOPERATION WITH INDEPENDENT ACCOUNTANTS.
Schroder shall cooperate, if applicable, with the Trust's independent
public accountants and shall take reasonable action to make all necessary
information available to such accountants for the performance of their duties.
SECTION 10. SERVICE DAYS.
Nothing contained in this Agreement is intended to or shall require
Schroder, in any capacity under this agreement, to perform any functions or
duties on any day other than a business day of the Trust or of a Series.
Functions or duties normally scheduled to be performed on any day which is not a
business day of the Trust or of a Series shall be performed on, and as of, the
next business day, unless otherwise required by law.
SECTION 11. NOTICES.
Any notice or other communication required by or permitted to be given in
connection with this Agreement shall be in writing and shall be delivered in
person, or by first-class mail, postage prepaid, or by overnight or two-day
private mail service to the respective party. Notice to the Trust shall be given
as follows or at such other address as the Trust may designate in writing:
Schroder Series Trust
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Notice to Schroder shall be given as follows or at such other address as
Schroder may designate in writing:
▇▇▇▇▇▇▇▇ Fund Advisors Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Notices and other communications received by the parties at the addresses
listed above shall be deemed to have been properly given.
SECTION 12. LIMITATION OF SHAREHOLDER AND TRUSTEE
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LIABILITY
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 Trustees of the
Trust as Trustees and not individually and that the obligations of this
instrument are not binding upon any of the Trustees, officers, or shareholders
of the Trust but are binding only upon the assets and property of the Trust.
SECTION 13. MISCELLANEOUS
a) No provisions of this Agreement may be amended or modified in any
manner except by a written agreement properly authorized and executed
by both parties hereto.
b) This Agreement may be executed in two or more counterparts, each of
which, when so executed shall be deemed to be an original, but such
counterparts shall together constitute but one and the same instrument
c) If any part, term or provision of this Agreement is held to be
illegal, in conflict with any law or otherwise invalid, the remaining
portion or portions shall be considered severable and not be affected,
and the rights and obligations of the parties shall be construed and
enforced as if the Agreement did not contain the particular part, term
or provision held to be illegal or invalid.
d) Section and Paragraph headings in this Agreement are included for
convenience only and are not to be used to construe or interpret this
Agreement
e) This Agreement shall extend to and shall be binding upon the parties
hereto and their respective successors and assigns; provided, however,
that this Agreement shall not be assignable by the Trust without the
written consent of Schroder or by Schroder, without the written
consent of the Trust authorized or approved by a resolution of the
Board.
f) This Agreement shall be governed by the laws of the State of New York.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day and year first above written.
SCHRODER SERIES TRUST
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: President
▇▇▇▇▇▇▇▇ FUND ADVISORS INC.
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Name: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
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APPENDIX A
Schroder U.S. Small and Mid Cap Opportunities Fund
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APPENDIX B
ADMINISTRATION FEES
Fee As % of the Average Annual
Series of the Trust Daily Net Assets of the Series
------------------- ------------------------------
Schroder U.S. Small and Mid Cap 0.25%
Opportunities Fund
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