0000950136-07-008250 Sample Contracts

SCHRODER SERIES TRUST MANAGEMENT CONTRACT
Management Contract • December 5th, 2007 • Schroder Series Trust • Massachusetts

This Management Contract (the “Contract”) dated as of December ____, 2007 is between SCHRODER SERIES TRUST, a Massachusetts business trust (the “Trust”), on behalf of its Schroder Multi-Asset Growth Portfolio series (the “Fund”), and SCHRODER INVESTMENT MANAGEMENT NORTH AMERICA INC., a Delaware corporation (the “Manager”).

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SCHRODER SERIES TRUST INVESTMENT SUBADVISORY AGREEMENT Schroder Multi-Asset Growth Portfolio
Investment Subadvisory Agreement • December 5th, 2007 • Schroder Series Trust • Massachusetts

This AGREEMENT dated as of the [ ] day of [ ], 2007, is entered into among Schroder Series Trust (the “Trust”), a business trust organized under the laws of The Commonwealth of Massachusetts with its principal place of business at 875 Third Avenue, 22nd Floor, New York, NY 10022, Schroder Investment Management North America Inc. (the “Adviser”), a corporation organized under the laws of the State of Delaware with its principal place of business at 875 Third Avenue, 22nd Floor, New York, NY 10022, and Schroder Investment Management North America Limited (the “Subadviser”), a company organized under the laws of England, with its principal office and place of business at 31 Gresham Street, London, U.K. EC2V 7QA.

AMENDMENT NO. 6 TO THE ADMINISTRATION AND ACCOUNTING AGREEMENT
Administration and Accounting Agreement • December 5th, 2007 • Schroder Series Trust

This Amendment No. 6 to the Administration and Accounting Agreement (this “Amendment”) is made as of [ ], 2007 (“Effective Date of Amendment No. 6”), and shall amend the Administration and Accounting Agreement made as of the 8th day of October, 2001, as amended (the “Agreement”) by and between Schroder Series Trust, a Massachusetts business trust (the “Trust”) and SEI Investments Mutual Funds Services (the “Administrator”).

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