0001104659-13-016041 Sample Contracts

SCHRODER SERIES TRUST FIRST AMENDED AND RESTATED MANAGEMENT CONTRACT
Management Contract • February 28th, 2013 • Schroder Series Trust • Massachusetts

This First Amended and Restated Management Contract (the “Contract”) dated as of August 29, 2006, as amended and restated as of March 13, 2012, is between SCHRODER SERIES TRUST, a Massachusetts business trust (the “Trust”), on behalf of its Schroder International Multi-Cap Value Fund series (the “Fund”), and SCHRODER INVESTMENT MANAGEMENT NORTH AMERICA INC., a Delaware corporation (the “Manager”).

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SCHRODER SERIES TRUST AMENDMENT To INVESTMENT SUBADVISORY AGREEMENTS
Schroder Series Trust • February 28th, 2013

This AMENDMENT is made as of this 30th day of June (the “Amendment”), among Schroder Series Trust, Schroder Investment Management North America Inc. and Schroder Investment Management North America Limited. The parties desire to amend as set forth herein each of the Investment Subadvisory Agreements between the parties, dated as March 31, 2006, with respect to the Schroder Emerging Market Equity Fund, August 29, 2006, with respect to the Schroder International Multi-Cap Value Fund (formerly, the Schroder International Diversified Value Fund) and December 6, 2011, with respect to the Schroder Absolute Return EMD and Currency Fund (the “Investment Subadvisory Agreements”).

AMENDMENT NO. 5
Credit Agreement • February 28th, 2013 • Schroder Series Trust • New York

AMENDMENT NO. 5 dated as of September 30, 2012 to the CREDIT AGREEMENT dated as of October 6, 2008 (as amended from time to time, the “Agreement”), among the Borrowers listed from time to time on Schedule I thereto, as it may be amended from time to time, the Lenders party thereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

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